EVIO (EVIO) 10-Q 29 Feb 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2015	Feb. 21, 2016
Document And Entity Information
Entity Registrant Name	SIGNAL BAY, INC.
Entity Central Index Key	715,788
Document Type	10-Q
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		406,229,845
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Current assets:
Cash and Cash Equivalents	$ 11,774	$ 25,966
Accounts Receivable	$ 6,741	11,546
Prepaid Expense		5,000
Total current assets	$ 18,515	42,512
Property, Plant and Equipment
Property, Plant and Equipment	167,472	159,034
Accumulated Depreciation and Ammortization	(35,559)	(26,994)
Property, Plant and Equipment, net	131,913	132,040
Other Assets
Cost Basis Investment	40,000	$ 40,000
Security Deposit	6,476
Intangible Assets (net of amortization of $3,371 and $nil)	64,057	$ 67,428
Goodwill	446,743	446,743
Total Other Assets	557,276	554,171
TOTAL ASSETS	707,704	728,723
Liabilities
Accounts Payable	72,212	$ 46,324
Accounts Payable - Related Party	4,560
Accrued Liabilities	19,225	$ 11,659
Current Portion - Notes Payable - Related Party	133,595	133,507
Convertible Loan (net of unamortized discount of $12,812 and $64,062)	89,688	38,438
Derivative Liabiity	114,047	200,460
Total Current Liabilities	433,327	430,388
Notes Payable - Related Party, less Current Portion	9,695	13,047
Total liabilities	443,022	443,435
Stockholders' Equity
Class A Preferrred Stock, Par Value $.0001, 1,850,000 authorized, 1,840,000 issued and outstanding	184	184
Class B Preferrred Stock, Par Value $.0001, 5,000,000 authorized, 5,000,000 issued and outstanding	500	500
Common Stock, Par Value $.0001, 750,000,000 authorized, 403,767,345 and 398,645,595 issued and outstanding, respectively	40,377	39,865
Additional Paid In Capital	1,703,083	1,654,597
Accumulated Deficit	(1,571,858)	(1,506,975)
Total Stockholders' Equity	172,286	188,171
Noncontrolling Interests	92,396	97,117
Total Equity	264,682	285,288
Total Liabilities and Stockholders' Equity	$ 707,704	$ 728,723

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Consolidated Balance Sheets Parenthetical
Intangible Assets	$ 3,371	$ 0
Convertible Loan	$ 12,812	$ 64,062
Class A Preferred Stock, Par Value	$ .0001	$ 0.0001
Class A Preferred Stock, Shares Authorized	1,850,000	1,850,000
Class A Preferred Stock, Shares Issued	1,840,000	1,840,000
Class A Preferred Stock, Shares Outstanding	1,840,000	1,840,000
Class B Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Class B Preferred Stock, Shares Authorized	5,000,000	5,000,000
Class B Preferred Stock, Shares Issued	5,000,000	5,000,000
Class B Preferred Stock, Shares Outstanding	5,000,000	5,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	403,767,345	398,645,595
Common stock, shares outstanding	403,767,345	398,645,595

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues
Testing services	$ 39,638
Consulting services	131,086	$ 4,813
Total Revenue	170,724	4,813
Operating expenses
Selling, general and administrative expenses	262,239	$ 30,188
Depreciation and amortization	12,030
Total Operating Expense	274,269	$ 30,188
Loss from Operations	(103,545)	$ (25,375)
Other expense
Interest expense	51,753
Loss on disposal of assets	719
Gain on derivatives	(86,413)
Total other expense	(33,941)
Net Loss	(69,604)	$ (25,375)
Less: Loss attributable to non-controlling interests	(4,721)
Net Loss attributable to Signal Bay, Inc.	$ (64,883)	$ (25,375)
Basic and Diluted Net Loss Per Share	$ 0	$ 0
Weighted Average Share Outstanding Basic and Diluted	399,435,484	291,660,244

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss	$ (69,604)	$ (25,375)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on disposal of asset	719
Stock based compensation	48,999
Gain on derivative liability	(86,413)
Depreciation and amortization expense	12,030
Amortization of debt discount	51,250
Changes in:
Accounts receivable	4,805	$ (4,813)
Prepaid expenses	5,000
Accounts payable	25,888	$ (2,252)
Accounts payable - related party	4,560
Accrued liabilities	(11,409)
Security Deposits	(6,476)
Customer deposits	18,975
Net cash used in operating activities	(1,676)	$ (32,440)
Cash flows from investing activities
Hardware and Equipment Purchased	(5,332)	$ (2,194)
Leasehold Improvements	(3,921)
Net cash provided by investing activities	$ (9,253)	$ (2,194)
Cash flows from financing activities
Proceeds from issuance of common stock		$ 17,500
Payments on notes payable - related party	$ (3,263)
Proceeds from related party advances		$ 20,000
Net cash provided by financing activities	$ (3,263)	37,500
Net cash increase for period	(14,192)	$ 2,866
Cash balance, beginning of period	25,966
Cash balance, end of period	11,774	$ 2,866
Cash paid for:
Interest	$ 91
Accrued income taxes
Noncash investing and financing activities:
Software purchased with common stock		$ 58,333

NATURE OF ACTIVITIES AND CONTIN

NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 1 - NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS	Signal Bay, Inc., a Colorado corporation and its subsidiaries provide advisory, management and analytical testing services to the emerging legalized cannabis industry. Signal Bay, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979 the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and took over its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. The Company has selected September 30 as its fiscal year end. Signal Bay, Inc. is domiciled in the State of Colorado, and its corporate headquarters are located in Las Vegas, Nevada. As a part of and prior to the consummation of the reverse merger, William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc., purchased 28,811,933 shares of the Company (80% of the issued and outstanding common stock) from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Signal Bay Research was acquired through the issuance of 254,188,067 shares of common stock and 5,000,000 shares of Series B Preferred Stock to Mr. Waldrop and Ms. Glauser, pro rata. After the reverse merger, William Waldrop and Lori Glauser individually each own 127,500,000 shares of common stock and 2,500,000 shares of Series B Preferred stock in the Company. Immediately prior to the reverse merger, neither William Waldrop nor Lori Glauser had any interest in the Company. Immediately after to the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014, and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. As of January 29, 2015, the company filed an 8K stating it entered into a material agreement and was no longer a shell company. After the reverse merger, Signal Bay Research, Inc. continues to operate as a wholly owned subsidiary capturing the research and advisory services for Signal Bay, Inc. Signal Bay Services was formed on January 25, 2015, as the management services division of Signal Bay. Currently, Signal Bay Services has one contract with Libra Wellness Services, LLC with anticipated engagement commencing in August 2016. On September 17, 2015, Signal Bay entered into a share exchange agreement with CR Labs, Inc., an Oregon Corporation, pursuant to which the company issued 40,000,000 shares of the Company's common stock resulting in exchange for 80% of the outstanding common stock of CR Labs, Inc. The Company is currently seeking acquisition opportunities. In conjunction with this merger and acquisition activity, we have retained the services of Andrew Hunzicker. In the event Mr. Hunzicker is successful with assisting the Company in successful closure of an acquisition, the company may have to pay Mr. Hunzicker a total of 3,000,000 shares of Common Stock.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation: The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Principles of Consolidation: The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, "the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation." Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have a material impact on Signal Bay, Inc. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc. financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Financial Instruments Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 114,047 $ 114,047 Recently Issued Accounting Pronouncements Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 3 - ACQUISITIONS	On September 17, 2015 the Company performed a share exchange for 80% ownership of CR Labs, Inc., from its founders. CR Labs is an Oregon company engaged in providing analytical testing services for the medical marijuana industry in compliance with the Oregon Health Authority. The costs related to the transaction were $42,193 and were expensed during 2015. The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, and property, plant and equipment) and liabilities assumed (accounts payable) at fair value as of the acquisition date. The cash, accounts receivable and accounts payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 40,000,000 shares of common stock. These shares had an acquisition date fair value of $400,000. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED: CASH $ 2,970 ACCOUNT RECEIVABLE 3,550 PROPERTY PLANT AND EQUIPMENT 43,360 INTANGIBLE ASSETS 67,428 GOODWILL 446,743 TOTAL ASSETS ACQUIRED 564,051 LESS LIABILITIES ASSUMED ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (36,421 ) NOTES PAYABLE (27,630 ) TOTAL LIABILITIES ASSUMED (64,051 ) LESS NON-CONTROLLING INTEREST (100,000 ) NET ASSETS ACQUIRED FROM CR LABS ACQUISITION $ 400,000 The following unaudited information is provided to present a summary of the combined results of the Company's operations with CR Labs, Inc. as if the acquisition had been completed as of the beginning of the reporting period. Adjustments were made to eliminate any inter-company transactions in the periods presented. SIGNAL BAY, INC. STATEMENTS OF OPERATIONS (Unaudited) Three months ended December, 31, 2014 (Pro Forma) Revenues Testing Services $ 25,190 Consulting Services 4,813 Total Revenue 30,003 Operating Expenses SG&A 44,223 Depreciation and Amortization 0 Total Operating Expense 44,223 (Loss) From Operations (14,220 ) Other expense Interest expense 0 Loss on disposal of assets 0 Gain on derivatives 0 Total other expense 0 Net Income (Loss) $ (14,220 ) Basic and Diluted Net Loss Per Share $ (0.00 ) Weighted Average Share Outstanding Basic and Diluted 291,660,244

GOING CONCERN

GOING CONCERN	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 4 - GOING CONCERN	The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In the coming year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon it and its shareholders.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 5 - RELATED PARTY TRANSACTIONS	During the three months ended December 31, 2015, the Company borrowed $0 from Lori Glauser, our COO, for working capital. The total amount owed is $80,000 as of December 31, 2015 and September 30, 2015. The loan is at 0% interest and is to be repaid by September 30, 2016. During the three months ended, December 31, 2015, $21,400 was paid to Newport Commercials Advisors (NCA) for management consulting services, a company which is owned 100% by William Waldrop, our CEO. On June 22, 2015, the Company purchased a 4% ownership of Libra Wellness Center, LLC from Lori J Glauser, our COO for $40,000. The $40,000 is to be paid in one installment due no later than April 1, 2016. The total amount owed is $40,000 as of December 31, 2015 and September 30, 2015.This transaction has been recorded as a cost basis investment since neither Signal Bay, William Waldrop or Lori Glauser has any additional ownership and do not have any control over Libra Wellness Center, LLC. Libra Wellness Center, LLC has subsequently obtained additional financing resulting in our ownership being diluted to 1.5%. During the three months ended December 31, 2015, the Company repaid to Eric Ezrine, CR Labs, President, $3,264. The total amount owed is $23,290 and $26,554 as of December 31, 2015 and September 30, 2015, respectively. As of December 31, 2015, the company owes Eric Ezrine, CR Labs President $2,305. As of December 31, 2015, the company owes Carlos Cummings, CR Labs Vice President $2,255. On November 1, 2015, Signal Bay, Inc majority owned subsidiary CR Labs, Inc. executed a facility lease for a new building in Bend, OR to provide sufficient space for additional analytical equipment. This lease was guaranteed by the Signal Bay, Inc. to entice the landlord to enter the agreement. Our executive, administrative and operating offices are located at 2996 Panorama Ridge Dr. Henderson, NV 89052. The office space is being provided by one of our Directors.

EQUITY TRANSACTIONS

EQUITY TRANSACTIONS	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 6 - EQUITY TRANSACTIONS	Preferred Stock Designation Series A Preferred Stock The Company designated 1,850,000 shares of Series A Convertible Preferred Stock with a par value of $0.0001 per share. Dividends: Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation's Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation's Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series A Preferred shall have no liquidation preference over any other class of stock. Except as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of any corporate action. Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an "Optional Conversion") each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 4.9% of the Common Stock. AntiDilution. For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares. At the expiration of the antidilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate equal to 4.9% on the Common Stock. For example, if on the date of expiration of the antidilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 13.24 common shares for each 1 Series Preferred Share. The company has evaluated the Series A Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The company has evaluated the Series A Preferred Stock in accordance with FASB ASC Subtopic 47020, and has determined that there is no beneficial conversion feature that must be accounted. Series B Convertible Preferred Stock The Company designated 5,000,000 shares of Series B Convertible Preferred Stock with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation's Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation's Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series B Preferred shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one hundred (100) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an "Optional Conversion") each of its shares of Series B Preferred Stock into a 100 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. In the event of a reverse split the conversion ratio shall not be change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split. The company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 47020, and has determined that there is no beneficial conversion feature that must be accounted. On January 27, 2015, we issued 4,000,000 shares to Electrum Partners for advisory service under the Company's Equity Incentive Plan for 2015 which vested ratably throughout 2016. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $3,163 and $0, respectively. As of December 31, 2015, 2,250,000 shares were fully vested. On April 1, 2015, we issued 1,000,000 shares to Connie Richter for advisory service under the Company's Equity Incentive Plan for 2015 which vested ratably throughout 2016. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $791 and $0, respectively. As of December 31, 2015, 500,000 shares were fully vested. On June 17, 2015, we issued 500,000 shares to Casey Houlihan for advisory services under the Company's Equity Incentive Plan for 2015 which vested ratably throughout 2016. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $949 and $0, respectively. As of December 31, 2015, 275,500 shares were fully vested. On July 1, 2015, we issued 1,000,000 shares to Jim Fitzpatrick as an independent consultant for management consulting services under the Company's Equity Incentive Plan for 2015 which vested ratably throughout 2016. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $2,360 and $0, respectively. As of December 31, 2015, 1,000,000 shares were fully vested. On September 17, 2015, we issued 1,250,000 shares to Eric Ezrine for his role as President of CR Labs under the Company's Equity Incentive Plan for 2015 which vests 25% per year annually on the grant date. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $0 and $0, respectively. As of December 31, 2015, 0 shares were fully vested. On September 17, 2015, we issued 1,000,000 shares to Carlos Cummings for his role as Vice President of CR Labs under the Company's Equity Incentive Plan for 2015 which vests 25% per year annually on the grant date. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $0 and $0, respectively. As of December 31, 2015, 0 shares were fully vested. On October 13, 2015, we issued 1,000,000 shares to Anthony Smith for advisory services under the Company's Equity Incentive Plan for 2015. These shares will vest ratably over 24 months. The Company recognizes compensation expense ratably over the vesting periods. For the three months ended December 31, 2015 and 2014, the Company recorded compensation expense related to this transaction of $1,736 and $0, respectively. As of December 31, 2015, 137,500 shares were fully vested.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 7 - CONVERTIBLE DEBT	On July 23, 2015, Signal Bay, Inc. (the "Company") executed a convertible promissory note with a principal amount of $102,500 (the "Note") to St. George Investments, LLC. ("Lender"). The Note was funded on July 23, 2015 (Purchase Date). The Company may repay this note at any time. This note shall be deemed paid in full if Company pays to Lender (a) the sum of $91,250 (meaning Borrower would receive a $11,250 discount) on or before the date that is ninety (90) days from the Purchase Price Date, or (b) the sum of $97,500 (meaning Borrower would receive a $5,000 discount) on any date after the date that is ninety (90) days from the Purchase Price Date but on or before the date that is one hundred thirty-five (135) days from the Purchase Price Date (the "Prepayment Opportunity Date"). If Borrower does not repay the entire Outstanding Balance of this Note on or before the Prepayment Opportunity Date, it shall receive no prepayment discount and must pay the entire Outstanding Balance of this Note in full on or before the Maturity Date. Lender has the right at any time following an Event of Default, at its election, to convert (each instance of conversion is referred to herein as a "Conversion") all or any part of the Outstanding Balance into shares ("Conversion Shares") of fully paid and non-assessable common stock, $0.0001 par value per share ("Common Stock"), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Conversion Price. The conversion price (the "Conversion Price") for each Conversion (as defined below) shall be equal to the product of 70% (the "Conversion Factor") multiplied by the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion. Debt discount of $102,500 was recorded and during the three months ended December 31, 2015, there was amortization of debt discount of $89,688. The unamortized debt discount at December 31, 2015 is $12,812. The maturity date of this promissory note was January 23, 2016. This note has not been paid off nor has been converted and is currently in default.

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 8 - DERIVATIVE LIABILITY	The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, During the fiscal year ended September 30, 2015, the convertible promissory note in the amount of $102,500 became convertible into shares of the Company's common stock at issuance. The fair value of the conversion option of the unsecured convertible promissory note was determined to be $114,047 using a Black-Scholes option-pricing model as of December 31, 2015. The Company recognized a gain of total $86,413 on the fair value of the derivative related to this convertible note. The Company calculated the liability on issuance and as of December 31 2015. The fair value of the derivative was determined using a Black-Scholes option-pricing model with the following assumptions: 9/30/15 Assumptions Convertible Debt Dividend yield 0.00 % Market price $ 0.0155 Risk-free rate for term 0.25 % Volatility 327.62 % Remaining life 0.32 12/31/15 Assumptions Convertible Debt Dividend yield 0.00 % Market price $ 0.01 Risk-free rate for term 0.21 % Volatility 266.24 % Remaining life 0.562 The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2015: Derivative liabilities September 30, 2015 $ 200,460 Day one loss due to derivatives on convertible debt - Debt discount - Change in fair value of the derivative (86,413 ) Balance at December 31, 2015 $ 114,047 The overall debt discount on the convertible debenture of $102,500 included $80,000 related to the day one fair value of the derivative liability. The following table summarizes the loss on derivative liability included in the income statement for the financial periods ended December 31, 2015 and 2014, respectively. Three months ended December 31, 2015 2014 Day one loss due to derivatives on convertible debt $ - - Change in fair value of the derivative (86,413 ) - Derivative expense $ (86,413 ) -

INDUSTRY SEGMENTS

INDUSTRY SEGMENTS	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 9 - INDUSTRY SEGMENTS	This summary reflects the Company's current segments, as described below. Signal Bay Consulting (SBC) SBC provides advisory, licensing and compliance services to the cannabis industry. SBC clients are located in states that have state managed medical and/or recreational programs. SBC assists these companies with license applications, business planning, state compliance and ongoing operational support. At the current time all of Signal Bay corporate resources are used to support SBC. CR Labs, Inc (CRLB) CR Labs, Inc. provides analytical testing services to the cannabis industry. CRLB clients are located in Oregon and consist of growers, processors and dispensaries. Operating under the rules of the Oregon Health Authority, CRLB certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the State of Oregon. Three Months Ended December 31, 2015 SBC CRLB Total Consolidated Revenue $ 131,086 $ 39,638 $ 170,724 Segment loss from operations (81,070 ) (22,475 ) (103,545 ) Total assets 648,206 59,498 707,704 Capital expenditures - 9,253 9,253 Depreciation and amortization 9,293 2,737 12,030 Three Months Ended December 31, 2014 SBC CRLB Total Consolidated Revenue $ 4,813 $ - $ 4,813 Segment loss from operations (25,376 ) - (25,376 ) Total assets 68,206 - 68,206 Capital expenditures 2,194 - 2,194 Depreciation - - -

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
NOTE 10 - SUBSEQUENT EVENTS	On January 1, 2016, we issued 3,000,000 to Andrew Hunzicker for consulting services under the Company's Equity Incentive Plan for 2015. These shares will vest ratably over 3 months. As of the date of this report, 2,000,000 shares have been issued and were fully vested. On January 1, 2016, we issued 231,250 shares that vested to members of our advisory committee under the Company's Equity Incentive Plan. On February 1, 2016, we issued 231,250 shares that vested to members of our advisory committee under the Company's Equity Incentive Plan. On February 19, 2016, the Company closed a Securities Purchase Agreement with Adar Bays, LLC ("Adar Bays") providing for the purchase of two Convertible Redeemable Notes (the "AB Notes") in the aggregate principal amount of $50,000. The front-end AB Note was funded on February 25, 2016 with the Company receiving $23,000 of net proceeds after $2,000 in legal fees. The back-end AB Note will be funded upon payment of the first. The AB Note matures on February 19, 2017, accrues interest at 8% per annum and is convertible into shares of common stock any time 180 days after beginning on June October 19, 2016 at a conversion price equal to 50% of the lowest trading price as quoted on a national exchange for the twenty prior trading days including the date on which the Notice of Conversion is received by the Company. In no event shall Adar Bays effect a conversion if such conversion results in Adar Bays beneficially owning in excess of 9.9% of the outstanding common stock of the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of Adar Bays pursuant to the conversion terms above. The AB Note may be prepaid with the following penalties: (i) if the AB Note is prepaid within 90 days of the issuance date, then 130% of the face amount plus any accrued interest; (ii) if the AB Note is prepaid within 180 days of the issuance date, then 150% of the face amount plus any accrued interest. The AB Note may not be prepaid after the 180th day. The AB Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rate under the AB Note in the event of such defaults.

SUMMARY OF SIGNIFICANT ACCOUN16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
Principles of Consolidation	The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation."
Use of Estimates	The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have a material impact on Signal Bay, Inc. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc. financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Financial Instruments	Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 114,047 $ 114,047
Recently Issued Accounting Pronouncements	Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Tables
Financial Instruments	Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 114,047 $ 114,047

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Dec. 31, 2015
Acquisitions Tables
Fair values of the assets acquired and liabilities	ASSETS ACQUIRED: CASH $ 2,970 ACCOUNT RECEIVABLE 3,550 PROPERTY PLANT AND EQUIPMENT 43,360 INTANGIBLE ASSETS 67,428 GOODWILL 446,743 TOTAL ASSETS ACQUIRED 564,051 LESS LIABILITIES ASSUMED ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (36,421 ) NOTES PAYABLE (27,630 ) TOTAL LIABILITIES ASSUMED (64,051 ) LESS NON-CONTROLLING INTEREST (100,000 ) NET ASSETS ACQUIRED FROM CR LABS ACQUISITION $ 400,000
Summary of the Company's operations with CR Labs, Inc.	Three months ended December, 31, 2014 (Pro Forma) Revenues Testing Services $ 25,190 Consulting Services 4,813 Total Revenue 30,003 Operating Expenses SG&A 44,223 Depreciation and Amortization 0 Total Operating Expense 44,223 (Loss) From Operations (14,220 ) Other expense Interest expense 0 Loss on disposal of assets 0 Gain on derivatives 0 Total other expense 0 Net Income (Loss) $ (14,220 ) Basic and Diluted Net Loss Per Share $ (0.00 ) Weighted Average Share Outstanding Basic and Diluted 291,660,244

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Dec. 31, 2015
Derivative Liability Tables
Fair value of the derivative using a Black-Scholes option-pricing model	9/30/15 Assumptions Convertible Debt Dividend yield 0.00 % Market price $ 0.0155 Risk-free rate for term 0.25 % Volatility 327.62 % Remaining life 0.32 12/31/15 Assumptions Convertible Debt Dividend yield 0.00 % Market price $ 0.01 Risk-free rate for term 0.21 % Volatility 266.24 % Remaining life 0.562
Summarizes the derivative liabilities	Derivative liabilities September 30, 2015 $ 200,460 Day one loss due to derivatives on convertible debt - Debt discount - Change in fair value of the derivative (86,413 ) Balance at December 31, 2015 $ 114,047
Summarizes the loss on derivative liability	Three months ended December 31, 2015 2014 Day one loss due to derivatives on convertible debt $ - - Change in fair value of the derivative (86,413 ) - Derivative expense $ (86,413 ) -

INDUSTRY SEGMENTS (Tables)

INDUSTRY SEGMENTS (Tables)	3 Months Ended
	Dec. 31, 2015
Industry Segments Tables
Resale to patients and consumer	Three Months Ended December 31, 2015 SBC CRLB Total Consolidated Revenue $ 131,086 $ 39,638 $ 170,724 Segment loss from operations (81,070 ) (22,475 ) (103,545 ) Total assets 648,206 59,498 707,704 Capital expenditures - 9,253 9,253 Depreciation and amortization 9,293 2,737 12,030 Three Months Ended December 31, 2014 SBC CRLB Total Consolidated Revenue $ 4,813 $ - $ 4,813 Segment loss from operations (25,376 ) - (25,376 ) Total assets 68,206 - 68,206 Capital expenditures 2,194 - 2,194 Depreciation - - -

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Liabilities
Derivative financial instruments	$ 114,047	$ 200,460
Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative financial instruments
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative financial instruments
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative financial instruments	$ 114,047

ACQUISITIONS (Details)

ACQUISITIONS (Details) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
ASSETS ACQUIRED:
CASH	$ 2,970
ACCOUNT RECEIVABLE	3,550
PROPERTY PLANT AND EQUIPMENT	43,360
INTANGIBLE ASSETS	67,428
GOODWILL	446,743	$ 446,743
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	(36,421)
NOTES PAYABLE	(27,630)
TOTAL LIABILITIES ASSUMED	(64,051)
LESS NONCONTROLLING INTEREST	(100,000)
NET ASSETS ACQUIRED FROM CR LABS ACQUISITION	$ 400,000

ACQUISITIONS (Details 1)

ACQUISITIONS (Details 1) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues
Testing services	$ 39,638
Consulting services	131,086	$ 4,813
Total Revenue	170,724	4,813
Operating expenses
SG&A	262,239	$ 30,188
Depreciation and amortization	12,030
Total Operating Expense	274,269	$ 30,188
(Loss) From Operations	(103,545)	$ (25,375)
Other expense
Interest expense	(51,753)
Loss on disposal of assets	719
Gain on derivatives	(86,413)
Total other expense	(33,941)
Net Income (Loss)	$ (69,604)	$ (25,375)
Basic and Diluted Net Loss Per Share	$ 0	$ 0
Weighted Average Share Outstanding Basic and Diluted	399,435,484	291,660,244
Acquisitions [Member]
Revenues
Testing services		$ 25,190
Consulting services		4,813
Total Revenue		30,003
Operating expenses
SG&A		44,223
Depreciation and amortization		0
Total Operating Expense		44,223
(Loss) From Operations		(14,220)
Other expense
Interest expense		0
Loss on disposal of assets		0
Gain on derivatives		0
Total other expense		0
Net Income (Loss)		$ (14,220)
Basic and Diluted Net Loss Per Share		$ 0
Weighted Average Share Outstanding Basic and Diluted		291,660,244

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Sep. 30, 2015
Lori Glauser [Member]
Borrowed amount	$ 0
Total amount owed	80,000	$ 80,000
Newport Commercials Advisors [Member]
Consulting fees	$ 21,400
Percentage owned by CEO of Signal Bay, Inc.	100.00%
Libra Wellness Center, LLC [Member]
Total amount owed	$ 40,000	40,000
Eric Ezrine, CR Labs, President [Member]
Company repaid	3,264
Total amount owed	23,290	$ 26,554
Company owes amount	2,305
Carlos Cummings, CR Labs Vice President [Member]
Company owes amount	$ 2,255

EQUITY TRANSACTIONS (Details Na

EQUITY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Electrum Partners [Member]
Vested shares	2,250,000
Compensation expense	$ 3,163	$ 0
Connie Richter [Member]
Vested shares	500,000
Compensation expense	$ 791	0
Casey Houlihan [Member]
Vested shares	275,500
Compensation expense	$ 949	0
Jim Fitzpatrick [Member]
Vested shares	1,000,000
Compensation expense	$ 2,360	0
Eric Ezrine [Member]
Vested shares	0
Compensation expense	$ 0	0
Carlos Cummings [Member]
Vested shares	0
Compensation expense	$ 0	0
Anthony Smith [Member]
Vested shares	137,500
Compensation expense	$ 1,736	$ 0

CONVERTIBLE DEBT (Details Narra

CONVERTIBLE DEBT (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Sep. 30, 2015
Convertible Debt Details Narrative
Debt discount	$ 102,500
Amortization of debt discount	89,688	$ 38,438
Unamortized debt discount	$ 12,812	$ 64,062

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - Convertible Debt [Member] - $ / shares	3 Months Ended	12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015
Dividend yield	0.00%	0.00%
Market price	$ 0.01	$ 0.0155
Risk-free rate for term	0.21%	0.25%
Volatility	266.24%	327.62%
Remaining life	6 months 23 days	3 months 26 days

DERIVATIVE LIABILITY (Details 1

DERIVATIVE LIABILITY (Details 1) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Derivative Liability Details 1
Derivative liabilities September 30, 2015	$ 200,460
Day one loss due to derivatives on convertible debt
Debt discount
Change in fair value of the derivative	$ (86,413)
Balance at December 31, 2015	$ 114,047

DERIVATIVE LIABILITY (Details 2

DERIVATIVE LIABILITY (Details 2) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Derivative Liability Details 2
Day one loss due to derivatives on convertible debt
Change in fair value of the derivative	$ (86,413)
Gain on derivative liability	$ (86,413)

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Derivative Liability Details Narrative
Unsecured convertible promissory	$ 114,047	$ 200,460

INDUSTRY SEGMENTS (Details)

INDUSTRY SEGMENTS (Details) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenue	$ 170,724	$ 4,813
Segment loss from operations	(103,545)	(25,376)
Total assets	707,704	68,206
Capital expenditures	9,253	$ 2,194
Depreciation and amortization	12,030
SBC [Member]
Revenue	131,086	$ 4,813
Segment loss from operations	(81,070)	(25,376)
Total assets	$ 648,206	68,206
Capital expenditures		$ 2,194
Depreciation and amortization	$ 9,293
CRLB [Member]
Revenue	39,638
Segment loss from operations	(22,475)
Total assets	59,498
Capital expenditures	9,253
Depreciation and amortization	$ 2,737