Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Sep. 27, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | EVIO, INC. | |
Entity Central Index Key | 0000715788 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2018 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 28,954,418 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 210,084 | $ 81,736 |
Accounts receivable, net of allowance of $417,610 and $414,475 | 251,654 | 234,178 |
Prepaid expenses | 173,578 | 45,940 |
Other current assets | 179,238 | 146,816 |
Note receivable, current portion | 100,000 | 100,000 |
Total current assets | 914,554 | 608,670 |
Right of use assets | 2,781,238 | |
Capital assets, net of accumulated depreciation of $170,009 and $123,854 | 1,086,065 | 411,241 |
Assets not in service | 455,540 | |
Land | 212,550 | 212,550 |
Property and equipment, net of accumulated depreciation of $704,736 and $520,437 | 3,814,175 | 3,525,772 |
Security deposits | 164,101 | 159,632 |
Note receivable | 1,200,000 | 1,200,000 |
Prepaid expenses | 63,582 | |
Intangible assets, net of accumulated amortization, net of accumulated amortization of $411,487 and $318,816 | 1,538,582 | 1,680,569 |
Goodwill | 5,901,607 | 6,037,404 |
Total assets | 17,612,872 | 14,354,960 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,460,289 | 1,546,617 |
Client deposits | 236,259 | 363,211 |
Interest payable | 669,595 | 416,459 |
Capital lease obligation, current | 839,571 | 677,030 |
Derivative liability | 678,689 | 1,181,278 |
Convertible notes payable, net of discounts of $578,535 and $753,557, respectively | 2,083,787 | 1,678,265 |
Loans payable, current, net of discounts $19,833 and $119,000, respectively | 1,268,117 | 643,927 |
Total current liabilities | 8,236,307 | 6,506,787 |
Convertible debentures, net of discounts of $3,507,423 and $4,043,836, respectively | 1,675,577 | 1,153,164 |
Lease liabilities | 2,828,361 | |
Capital lease obligation, net of current portion | 201,441 | 148,433 |
Loans payable, net of current portion | 660,811 | 1,193,781 |
Convertible loans payable, related party, net | 61,263 | |
Loans payable, related party, net of current portion, net of discounts of $45,567 and $51,971, respectively | 1,458,003 | 1,348,793 |
Total liabilities | 15,060,500 | 10,412,221 |
Commitments and contingencies | ||
Common stock, $0.0001 par value. 1,000,000,000 authorized; 25,309,742 and 23,255,409 shares issued and outstanding at December 31, 2018 and September 30, 2018, respectively | 2,531 | 2,326 |
Additional paid-in capital | 22,936,272 | 21,495,621 |
Retained earnings (accumulated deficit) | (21,823,121) | (19,226,462) |
Accumulated other comprehensive income | (443,807) | (263,985) |
Total stockholders' equity | 672,476 | 2,008,105 |
Noncontrolling interest | 1,879,896 | 1,934,634 |
Total equity | 2,552,372 | 3,942,739 |
Total liabilities and equity | 17,612,872 | 14,354,960 |
Series B Preferred Stock [Member] | ||
Current liabilities: | ||
Total equity | 500 | 500 |
Preferred stock | 500 | 500 |
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Total equity | 50 | 50 |
Preferred stock | 50 | 50 |
Series D Preferred Stock [Member] | ||
Current liabilities: | ||
Total equity | 51 | 55 |
Preferred stock | $ 51 | $ 55 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets | ||
Accounts receivable, net of allowance | $ 417,610 | $ 414,475 |
Assets Non-Current | ||
Capital assets, net of accumulated depreciation | 170,009 | 123,854 |
Property and equipment, net of accumulated depreciation | 704,736 | 520,437 |
Intangible assets, net of accumulated amortization | 411,487 | 318,816 |
Current liabilities | ||
Convertible notes payable, net of discounts | 578,535 | 753,557 |
Loans payable, current, net of discounts | 19,833 | 119,000 |
Liabilities Non-Current | ||
Convertible debentures, net of discounts | 3,507,423 | 4,043,836 |
Loans payable, related party, net of current portion | $ 45,567 | $ 51,971 |
Stockholders' equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 25,309,742 | 23,255,409 |
Common stock, shares outstanding | 25,309,742 | 23,255,409 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 514,500 | 552,500 |
Preferred stock, shares outstanding | 514,500 | 552,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Testing revenue | $ 1,187,238 | $ 887,349 |
Consulting revenue | 59,516 | |
Total revenues | 1,187,238 | 946,865 |
Cost of revenue | ||
Testing services | 1,013,980 | 696,658 |
Consulting services | 10,492 | |
Depreciation and amortization | 290,448 | 29,113 |
Total cost of revenue | 1,304,428 | 736,263 |
Gross margin | (117,190) | 210,602 |
Operating expenses: | ||
Selling, general and administrative | 1,496,640 | 820,275 |
Depreciation and amortization | 58,866 | 57,387 |
Total operating expenses | 1,555,506 | 877,662 |
Income (loss) from operations | (1,672,696) | (667,060) |
Other income (expense) | ||
Interest income (expense), net | (1,764,878) | (284,651) |
Other income (expense) | (64,095) | |
Gain (loss) on settlement of debt | (56,093) | |
Gain (loss) on change in fair market value of derivative liabilities | 852,658 | 13,322 |
Total other income (expense) | (976,345) | (327,422) |
Income (loss) before income taxes | (2,649,041) | (994,482) |
Provision for income taxes (benefit) | 2,356 | |
Net income (loss) | (2,651,397) | (994,482) |
Net income (loss) attributable to noncontrolling interest | (54,738) | (7,890) |
Net income (loss) attributable to EVIO, Inc. shareholders | $ (2,596,659) | $ (986,592) |
Basic and diluted earnings (loss) per common share | $ (0.10) | $ (0.08) |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 24,753,819 | 11,713,103 |
Comprehensive loss: | ||
Net income (loss) | $ (2,651,397) | $ (994,482) |
Foreign currency translation adjustment | (179,822) | |
Comprehensive income (loss) | $ (2,831,219) | $ (994,482) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities of continuing operations | ||
Net income (loss) | $ (2,651,397) | $ (994,482) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of debt discount | 1,519,971 | 231,321 |
Common stock issued in exchange for fees and services | 143,823 | 179,552 |
Deferred taxes | ||
Depreciation and amortization | 349,424 | 86,500 |
Impairment of goodwill and long lived assets | ||
Loss on disposal of assets | 64,095 | |
Loss on settlement of accounts payable | 3,750 | |
Loss on settlement of debt | 52,343 | |
Provision for doubtful accounts | 18,310 | 3,067 |
Provision for excess or obsolete inventory | ||
Stock based compensation | 205,797 | 79,151 |
Unrealized (gain) loss on derivative liability | (852,628) | (13,322) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (39,437) | 23,854 |
Prepaid expenses | (64,142) | 81,477 |
Other current assets | (32,422) | (26,514) |
Security deposits | (4,470) | |
Operating lease right of use assets | 47,123 | |
Other assets | ||
Accounts payable and accrued liabilities | 918,795 | 77,932 |
Customer deposits and deferred revenues | (126,668) | (48,204) |
Income taxes payable | ||
Interest payable | 256,126 | 71,189 |
Net cash provided by (used in) operating activities | (247,720) | (192,386) |
Cash flows from investing activities: | ||
Cash consideration for acquisition of business | ||
Notes receivable | ||
Purchase of fixed assets | (554,731) | (6,952) |
Purchase of intangible assets | ||
Net cash provided by (used in) investing activities | (554,731) | (6,952) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | ||
Proceeds from issuance of common stock, net of issuance costs | 103,000 | 350,000 |
Proceeds from issuance of convertible debentures | 910,413 | |
Proceeds from issuance of convertible notes, net of issuance costs | (61,595) | |
Proceeds from loans payable | ||
Proceeds from related party advances | 53,325 | |
Repayments of capital leases | (61,379) | (9,391) |
Repayments of convertible debentures | ||
Repayments of loans payable | (7,947) | (2,636) |
Repayments of related party loans payable | (1,941) | (37,828) |
Net cash provided by (used in) financing activities | 933,876 | 300,145 |
Effect of exchange rates on cash and cash equivalents | (3,076) | |
Net increase (decrease) in cash and cash equivalents | 128,349 | 100,807 |
Cash and cash equivalents at beginning of period | 81,735 | 121,013 |
Cash and cash equivalents at end of period | 210,084 | 221,820 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible note and accrued interest into common stock | 708,089 | 336,884 |
Reclassification of derivative liability to additional paid in capital | 281,315 | |
Settlement of account payable for common stock | $ 18,750 | |
Common stock issued for settlement of note payable | 162,000 | |
Common stock issued for settlement of related party note payable | 62,500 | |
Common stock issued for subscription receivable | 148,000 | |
Conversion of Series D Preferred stock to common stock | ||
Debt discount recorded on convertible notes and debentures payable upon initial measurement of derivative liability | 350,039 | |
Debt discounts recorded for original issue discounts on convertible debentures | 280,144 | |
Vehicles financed through notes payable | ||
Equipment financed through capital leases | $ 308,613 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Total Stockholders Equity | Noncontrolling Interest [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] |
Balance, shares at Sep. 30, 2017 | 5,000,000 | 500,000 | 832,500 | 10,732,922 | ||||||
Balance, amount at Sep. 30, 2017 | $ 225,441 | $ 7,657,982 | $ (7,592,371) | $ 67,317 | $ 158,124 | $ 500 | $ 50 | $ 83 | $ 1,073 | |
Net Income (Loss) | $ (994,482) | $ (986,592) | (986,592) | $ (7,890) | ||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (87,728) | 219,320 | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, amount | (13) | $ (9) | $ 22 | |||||||
Issuance of common stock in connection with sales made under private offerings, Shares | 1,245,000 | |||||||||
Issuance of common stock in connection with sales made under private offerings, Amount | $ 498,000 | 497,875 | 498,000 | $ 125 | ||||||
Issuance of common stock as compensation to employees, officers and/or directors, Shares | 15,000 | |||||||||
Issuance of common stock as compensation to employees, officers and/or directors, Amount | $ 6,564 | 6,562 | 6,564 | $ 2 | ||||||
Issuance of common stock in exchange for consulting, professional and other services provided, Shares | 239,750 | |||||||||
Issuance of common stock in exchange for consulting, professional and other services provided, Amount | $ 241,157 | 241,133 | 241,157 | $ 24 | ||||||
Issuance of common stock in connection with the settlement of notes payable, Shares | 324,000 | |||||||||
Issuance of common stock in connection with the settlement of notes payable, Amount | $ 162,000 | 161,968 | 162,000 | $ 32 | ||||||
Issuance of common stock in connection with the settlement of accounts payable, Shares | 37,500 | |||||||||
Issuance of common stock in connection with the settlement of accounts payable, Amount | $ 18,750 | 18,746 | 18,750 | $ 4 | ||||||
Issuance of common stock in connection with the conversion of loans payable, Shares | 900,793 | |||||||||
Issuance of common stock in connection with the conversion of loans payable, Amount | $ 319,000 | 318,910 | 319,000 | $ 90 | ||||||
Issuance of common stock in connection with the conversion of related party notes payable, Shares | 125,000 | |||||||||
Issuance of common stock in connection with the conversion of related party notes payable, Amount | $ 62,500 | 62,488 | 62,500 | $ 12 | ||||||
Issuance of common stock in connection with the conversion of interest payable, Shares | 50,743 | |||||||||
Issuance of common stock in connection with the conversion of interest payable, Amount | $ 17,884 | 17,879 | 17,884 | $ 5 | ||||||
Common stock options issued under employee equity incentive plan | 72,587 | 72,587 | 72,587 | |||||||
Reclassifcation of derivative liability to additional paid-in capital | $ 281,315 | $ 281,315 | $ 281,315 | |||||||
Issuance of common stock for cash, Shares | ||||||||||
Change in foreign currency translation | ||||||||||
Issuance of common stock in connection with the conversion of debentures, Shares | ||||||||||
Stock-based compensation expense | ||||||||||
Issuance of common stock for cash, Amount | ||||||||||
Issuance of common stock purchase warrants in satisfaction of debt issuances costs | ||||||||||
Recognition of beneficial conversion features related to convertible debt instruments | ||||||||||
Issuance of common stock in connection with the conversion of debentures, Amount | ||||||||||
Balance, shares at Dec. 31, 2017 | 5,000,000 | 500,000 | 744,772 | 13,890,028 | ||||||
Balance, amount at Dec. 31, 2017 | $ 910,716 | $ 9,337,432 | $ (8,578,963) | $ 760,482 | $ 150,234 | $ 500 | $ 50 | $ 74 | $ 1,389 | |
Balance, shares at Sep. 30, 2018 | 5,000,000 | 500,000 | 552,500 | 23,255,409 | ||||||
Balance, amount at Sep. 30, 2018 | $ 3,942,739 | $ 21,495,621 | $ (19,226,462) | $ (263,985) | $ 2,008,105 | $ 1,934,634 | $ 500 | $ 50 | $ 55 | $ 2,326 |
Net Income (Loss) | $ (2,651,397) | $ (2,596,659) | (2,596,659) | (54,738) | ||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (38,000) | 95,000 | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, amount | (6) | $ (4) | $ 10 | |||||||
Issuance of common stock in connection with sales made under, Shares | ||||||||||
Issuance of common stock in connection with sales made under private offerings, Amount | ||||||||||
Issuance of common stock as compensation to employees, officers and/or directors, Shares | 50,000 | |||||||||
Issuance of common stock as compensation to employees, officers and/or directors, Amount | $ 35,875 | 35,870 | 35,875 | $ 5 | ||||||
Issuance of common stock in exchange for consulting, professional and other services provided, Shares | 250,000 | |||||||||
Issuance of common stock in exchange for consulting, professional and other services provided, Amount | $ 128,400 | 128,375 | 128,400 | $ 25 | ||||||
Issuance of common stock in connection with the settlement of notes payable, Shares | ||||||||||
Issuance of common stock in connection with the settlement of nates payable, Amount | ||||||||||
Issuance of common stock in connection with the settlement of accounts payable, Shares | ||||||||||
Issuance of common stock in connection with the settlement of accounts payable, Amount | ||||||||||
Issuance of common stock in connection with the conversion of loans payable, Shares | 779,808 | |||||||||
Issuance of common stock in connection with the conversion of loans payable, Amount | $ 317,100 | 317,022 | 317,100 | $ 78 | ||||||
Issuance of common stock in connection with the conversion of related party notes payable, Shares | ||||||||||
Issuance of common stock in connection with the conversion of related party notes payable, Amount | ||||||||||
Issuance of common stock in connection with the conversion of interest payable, Shares | 10,163 | |||||||||
Issuance of common stock in connection with the conversion of interest payable, Amount | $ 2,988 | 2,987 | 2,988 | $ 1 | ||||||
Common stock options issued under employee equity incentive plan | ||||||||||
Reclassifcation of derivative liability to additional paid-in capital | ||||||||||
Issuance of common stock for cash, Shares | 200,000 | |||||||||
Change in foreign currency translation | $ (179,822) | $ (179,822) | (179,822) | |||||||
Issuance of common stock in connection with the conversion of debentures, Shares | 669,362 | |||||||||
Stock-based compensation expense | $ 169,922 | 169,922 | 169,922 | |||||||
Issuance of common stock for cash, Amount | 106,000 | 105,980 | 106,000 | $ 20 | ||||||
Issuance of common stock purchase warrants in satisfaction of debt issuances costs | 12,423 | 12,423 | 12,423 | |||||||
Recognition of beneficial conversion features related to convertible debt instruments | 280,144 | 280,144 | 280,144 | |||||||
Issuance of common stock in connection with the conversion of debentures, Amount | $ 388,000 | $ 387,933 | $ 388,000 | $ 67 | ||||||
Balance, shares at Dec. 31, 2018 | 5,000,000 | 500,000 | 514,500 | 25,309,742 | ||||||
Balance, amount at Dec. 31, 2018 | $ 2,552,372 | $ 22,936,272 | $ (21,823,121) | $ (443,807) | $ 672,476 | $ 1,879,896 | $ 500 | $ 50 | $ 51 | $ 2,531 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2018 | |
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | EVIO, Inc., a Colorado corporation and its subsidiaries (“the Company”, “EVIO”, “EVIO Labs”, “we”, “us”, or “our”) provide analytical testing and advisory services to the developing legalized cannabis and hemp industries. The Company operates both corporate owned and licensed laboratories through-out North America. Our laboratories provide testing for both cannabis and hemp products at all our labs. Oregon: The Company operates two OLCC licensed and ORELAP accredited laboratories in Oregon. EVIO Labs Portland, located in Tigard, OR, is 100% owned by EVIO. EVIO Labs Medford, located in Central Point, OR is 80% owned by EVIO. California: The Company operates one BCC licensed and ISO 17025 accredited laboratory in Berkeley serving both the cannabis and hemp markets in the state and the hemp market nationwide. EVIO owns 90% of this company. Massachusetts: The Company is completing the relocation and re-accreditation of our laboratory in the state. Florida: The Company licenses its brand to Kaycha Holdings, which operates two ISO 17025 accredited laboratories in the state. Colorado: The Company licenses its brand to Kaycha Holdings, which operates one ISO 17025 accredited laboratory in the state. Canada: The Company operates one Health Canada licensed, GMP certified laboratory, in Edmonton, Alberta. EVIO owns 50% of this company. 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 consolidated 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: · Step 1: Identify the contract with the customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from consulting services, licensing agreements and testing of cannabis and hemp products for medicinal and adult-use consumption. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The Company’s services included in its contracts are distinct from one another. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services provided. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the service. The Company recognizes revenue from testing services upon delivery of its testing results to the client. Customer orders for testing services are generally completed within two weeks of receiving the order. Consulting engagements may vary in length and scope, but will generally include the review and/or preparation of regulatory filings, business plans and financial models, operating plans, and technology support to customers within the same industry. Revenue from consulting services is recognized upon completion of deliverables as outlined in the consulting agreement. The Company recognizes revenue from right of use license agreements upon transfer of control of the functional intellectual property. In certain licensing agreements, the Company may receive royalty revenues based upon performance metrics which are recognized as earned over time. Foreign Currency Translation The functional currency of the Company’s subsidiary in Canada is the Canadian Dollar. The subsidiary’s assets and liabilities have been translated to U.S. Dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the average exchange rate for each period. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Fair Value of Financial Instruments The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Net Income (Loss) Per Share Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 13,666,226 and 10,071,182 potentially dilutive common shares outstanding as of December 31, 2018 and 2017, respectively. Because of the net losses incurred during the three months ended December 31, 2018 and 2017, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations. Accounting Pronouncements – Current Fiscal Quarter Adoption In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842). This ASU requires lessees to account for leases as either finance or operating leases and generally requires all lease to be recorded on the balance sheet, through the recognition of right-of-use assets and corresponding lease liabilities. In addition, in July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provide an additional (and optional) transition method whereby the new lease standard is applied at the adoption and recognized as an adjustment to retained earnings. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Dec. 31, 2018 | |
GOING CONCERN | |
NOTE 2 - 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 convertible debentures, convertible promissory notes, 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. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS | ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: · Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. · 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 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 cash, accounts payable, and accrued liabilities. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of the Company’s debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair value of freestanding derivative instruments such as warrant and option derivatives are valued using the Monte Carlo simulation model. The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. 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, 2018: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 678,689 $ 678,689 The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2018: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 1,181,278 $ 1,181,278 |
LEASES
LEASES | 3 Months Ended |
Dec. 31, 2018 | |
LEASES | |
NOTE 4 - LEASES | The Company determines if an arrangement is a lease at inception and has lease agreements for warehouses, office facilities, and equipment. These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2020 to 2024. As a result of the adoption of ASC 842, certain real estate and equipment operating leases have been recorded on the balance sheet with a lease liability and right-of-use asset (“ROU”). Application of this standard resulted in the recognition of ROU assets of $2,781,238, net of accumulated amortization, and a corresponding lease liability of $2,828,361 at the October 1, 2018, date of adoption. Accounting for finance leases is substantially unchanged. Operating leases are included in operating lease ROU assets, operating lease obligations, current, and operating lease obligations, long term on the condensed consolidated balance sheets. Finance leases are included in property and equipment, finance lease obligations, short term, and finance lease obligations, long term, on the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make scheduled lease payments. ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. The present value of lease payments is calculated using the incremental borrowing rate at lease commencement, which takes into consideration recent debt issuances as well as other applicable market data available. Amortization of lease assets is included in general and administrative expenses. The future minimum lease payments of lease liabilities as of December 31, 2018, are as follows: Year ended September 30, Operating Leases Financing Leases 2019 658,479 $ 474,666 2020 736,261 370,083 2021 503,364 350,669 2022 483,596 156,351 2023 323,356 166,856 Thereafter 27,911 55,004 Total lease payments 2,732,967 1,573,629 Less: Payments Made (166,897 ) (270,326 ) Total Lease Liabilities $ 2,566,070 $ 1,303,303 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2018 | |
INTANGIBLE ASSETS | |
NOTE 5 - INTANGIBLE ASSETS | The Company’s intangible assets consist of customer lists, testing licenses, favorable leases and websites. The components of intangible assets as of December 31, 2018 and September 30, 2018 consist of: December 31, 2018 September 30, 2018 Customer list $ 839,207 $ 865,672 License 503,000 503,000 Favorable lease 3,100 3,100 Websites 49,295 49,690 Non-compete agreements 179,625 184,563 Assembled Workforce 50,750 50,750 Intellectual Property 325,092 342,610 Total 1,950,069 1,999,385 Accumulated amortization (411,487 ) (318,815 ) Net value $ 1,538,582 $ 1,680,570 The Company estimates amortization to be recorded on existing intangible assets from December 31, 2018 through the estimated lives to be: Amortization 2019 $ 282,818 2020 343,273 2021 304,689 2022 235,509 2023 195,533 2024 123,382 2025 43,243 2026 2,317 2027 2,317 2028 2,317 2029 2,317 2030 868 Total $ 1,538,582 |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Dec. 31, 2018 | |
CONCENTRATION OF CREDIT RISK | |
NOTE 6 - CONCENTRATION OF CREDIT RISK | Instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits, notes receivable and accounts receivable. As of December 31, 2018, the Company did not hold cash at any financial institution in excess of the amount insured by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000. As of December 31, 2018 and September 30, 2018, the Company had a note receivable totaling $1,300,000 and $1,300,000 due from a single entity. As of December 31, 2018, the Company had total accounts receivable net of allowances of $251,655. Three separate clients comprised a total of 36% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 27 % Customer 2 34,268 5 % Customer 3 27,317 4 % All others 427,680 64 % Total 669,265 100 % Allowance for doubtful accounts (417,610 ) Net accounts receivable $ 251,655 As of September 30, 2018, the Company had total accounts receivable, net of allowances, of $234,178. Three separate clients comprised a total of 38% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 28 % Customer 2 32,750 5 % Customer 3 30,000 5 % All others 405,903 62 % Total 648,653 100 % Allowance for doubtful accounts (414,475 ) Net accounts receivable $ 234,178 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT | |
NOTE 7 - PROPERTY AND EQUIPMENT | Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable assets are: Estimated Useful Lives Building 39 years Laboratory and Computer Equipment 5 years Furniture and Fixtures 7 years Software 3 years Domains 15 years The Company’s property and equipment consisted of the following as of December 31, 2018 and September 30, 2018: December 31, 2018 September 30, 2018 Assets Not-In-Service $ - $ 455,540 Capital Assets 1,256,073 535,095 Land 212,550 212,550 Buildings & Real Estate 941,857 937,450 Furniture and Equipment 182,463 189,459 Laboratory Equipment 2,798,429 2,468,141 Software 78,848 63,913 Leasehold Improvements 433,400 303,331 Vehicles 83,915 83,915 Total 5,987,535 5,249,394 Accumulated depreciation (874,745 ) (644,291 ) Net value $ 5,112,790 $ 4,605,103 During the three months ended December 31, 2018, the Company capitalized a total of $738,141 of equipment and depreciation expense of $230,454. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS | |
NOTE 8 - RELATED PARTY TRANSACTIONS | During the three months ended December 31, 2018, the Company received loans from its Chief Operating Officer totaling $10,000 and made repayments totaling $0 leaving a balance due as of December 31, 2018 of $10,000. The advances are non-interest bearing and due on demand. There was $10,000 and $0 due as of December 31, 2018 and September 30, 2018 and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. During the three months ended December 31, 2018 the Company made no payments to Sara Lausmann, associated with the asset purchase of Oregon Analytical Services, LLC. There was $580,299 of principal due as of December 31, 2018 and September 30, 2018. The note carries interest at a rate of 5% per annum and had accrued interest totaling $86,609 and $79,295 due as of December 31, 2018 and September 30, 2018, respectively. During the three months ended December 31, 2018, the Company made no payments to Anthony Smith, our Chief Science Officer, associated with the purchase of 80% of Smith Scientific Industries. There was $236,000 of principal due as of December 31, 2018 and September 30, 2018. The note carries interest at a rate of 5% per annum and had accrued interest totaling $33,935 and $30,960 due as of December 31, 2018 and September 30, 2018, respectively. During the three months ended December 31, 2018, the Company made repayments to Henry Grimmett, prior Company Director (retired April 2018), on an outstanding loan from member assumed by the Company, totaling a note payable of Greenhaus Analytical Services, LLC, totaling $3,858.85. There was $113,554 and $117,412 of principal due as of December 31, 2018 and September 30, 2018, respectively. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly. During the three months ended December 31, 2018, the Company made no payments to Henry Grimmett, prior Company Director (retired April 2018), associated with the acquisition of Greenhaus Analytical Services, LLC. The Company entered into a $340,000 note payable as part of its acquisition of Greenhaus Analytical Services, LLC. The note carries interest at a rate of 6% per annum and matures on October 16, 2020. There was $340,000 of principal, an unamortized debt discount of $45,567 and $51,971 as of December 31, 2018 and September 30, 2018, respectively and $45,048 and $39,905 of accrued interest due as of December 31, 2018 and September 30, 2018, respectively. During the three months ended December 31, 2018, the Company received $59,254 from a related party associate with Keystone Labs and made repayment of $1,941, leaving balances due of $210,498 and $153,177 as of December 31, 2018 and September 30, 2018, respectively. Amounts have been adjusted for USD. The advances are non-interest bearing and due on demand and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Dec. 31, 2018 | |
Stockholders' equity | |
NOTE 9 - STOCKHOLDERS' EQUITY | Series A Convertible Preferred Stock The Company has 0 shares of Series A Convertible Stock issued and outstanding as of December 31, 2018 and 2017. Series B Convertible Preferred Stock The Company designated 5,000,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with a par value of $0.0001 per share. The Company has 5,000,000 shares of Series B Convertible Stock issued and outstanding as of December 31, 2018 and 2017. These shares converted to common stock at a rate of 1 common share per each shares of Series B Convertible Preferred Stock. Series C Convertible Preferred Stock The Company designated 500,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) with a par value of $0.0001 per share. There were 500,000 shares of Series C Convertible Stock issued and outstanding as of December 31, 2018 and 2017. These shares converted to common stock at a rate of 5 common shares per each shares of Series C Convertible Preferred Stock. Series D Convertible Preferred Stock The Company designated 1,000,000 shares of Series D Convertible Preferred Stock (“Series D Preferred Stock”) with a par value of $0.0001 per share. These shares converted to common stock at a rate of 2.5 common shares per each shares of Series D Convertible Preferred Stock. During the three months ended December 31, 2018, the Company accepted two separate conversion notices from Series D Preferred Stockholders resulting in a total of 95,000 shares of common stock being issued for the conversion of 38,000 shares of Series D Preferred Stock. During the three months ended December 31, 2017, the Company accepted two separate conversion notices from Series D Preferred Stockholders resulting in a total of 219,320 shares of common stock being issued for the conversion of 87,728 shares of Series D Preferred Stock. There were 514,500 and 744,772 shares of Series D Convertible Stock issued and outstanding as December 31, 2018 and December 31, 2017, respectively. Common Stock During the quarter ended December 31, 2018, the Company issued 250,000 common shares valued at $128,400 for services; 200,000 common shares for cash proceeds of $106,000; 50,000 common shares valued at $35,875 under its employee equity incentive plan; 779,808 common shares for the conversion of $317,100 of outstanding principal on convertible notes payable; 669,362 common shares for the conversion of $388,000 of convertible debentures; 10,163 common shares for conversion of interest payable of $2,988, and 95,000 common shares for the conversion of Preferred Series D stock. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms. During the quarter ended December 31, 2017, the Company issued 239,759 common shares valued at $241,527 for services; 1,245,000 common shares for cash proceeds of $498,000; 15,000 common shares valued at $6,564 under its employee equity incentive plan; 900,793 common shares for the conversion of $319,000 of outstanding principal on convertible notes payable; 324,000 common shares for the settlement of $162,000 of notes payable; 37,500 common shares for the settlement of $18,750 of notes payable; 125,000 common shares for conversion of related party notes payable of $62,500, 50,743 common shares for conversion of interest payable of $17,884, and 219,320 common shares for the conversion of Preferred Series D stock. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms. There were 25,309,725 and 13,890,028 shares of common stock issued and outstanding at December 31, 2018 and December 31, 2017, respectively. |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Dec. 31, 2018 | |
LOANS PAYABLE | |
NOTE 10 - LOANS PAYABLE | The Company had the following loans payable outstanding as of December 31, 2018 and September 30, 2018: December 31, 2018 September 30, 2018 On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023. 58,280 60,477 On September 6, 2017, the Company entered into a note payable totaling $1,000,000 for the purchase of an outstanding note receivable. The note carries interest at 8% annually and is due on July 6, 2018. 500,000 500,000 On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74 th 640,482 646,231 On July 5, 2018, the Company executed a note payable for $750,000 for the asset purchase of MRX Labs. The note carries interest at 8% annually and is due on January 5, 2019. 750,000 750,000 1,948,762 1,956,708 Less: unamortized original issue discounts - - Total loans payable 1,948,762 1,956,708 Less: current portion of loans payable 1,287,951 762,927 Long-term portion of loans payable $ 660,811 $ 1,193,781 As of December 31, 2018 and September 30, 2018, the Company accrued interest of $98,472 and $47,767 respectively |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Dec. 31, 2018 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 11 - CONVERTIBLE NOTES PAYABLE | The Company has entered into convertible notes payable that convert to common stock of the Company at variable conversion prices. As further discussed in Note 13 – Derivative Liability The following table summarizes all convertible notes outstanding as of September 30, 2018: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 3 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 4 8/1/18 10/1/18 330,000 (492 ) 329,508 - Noteholder 1 8/14/18 8/14/19 167,100 (13,591 ) 153,509 2,839 Noteholder 5 8/29/18 2/28/19 222,222 (78,670 ) 143,552 - Noteholder 6 9/6/18 9/6/19 125,000 (89,921 ) 35,079 - Noteholder 3 9/13/18 3/11/19 585,000 (513,062 ) 71,938 - Noteholder 7 9/17/18 9/17/19 62,500 (57,381 ) 5,119 - Noteholder 10 4/24/18 4/24/19 500,000 0 500,000 - $ 2,431,822 $ (753,557 ) $ 1,678,265 $ 11,519 The following table summarizes all convertible notes outstanding as of December 31, 2018: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 0 220,000 8,776 Noteholder 3 7/2/18 10/1/18 220,000 0 220,000 8,776 Noteholder 4 8/1/18 10/1/18 330,000 0 330,000 10,994 Noteholder 5 8/29/18 2/28/19 222,222 (14,067 ) 208,155 3,775 Noteholder 6 9/6/18 9/6/19 125,000 (59,332 ) 65,668 3,972 Noteholder 3 9/13/18 3/11/19 435,000 (163,770 ) 271,230 0 Noteholder 7 9/17/18 9/17/19 62,500 (40,264 ) 22,236 1,798 Noteholder 4 10/02/18 1/1/19 220,000 (2,418 ) 217,582 4,340 Noteholder 8 11/15/18 11/15/19 222,600 (194,546 ) 28,054 2,244 Noteholder 9 12/27/18 12/27/10 105,000 (104,136 ) 863 69 Noteholder 10 4/24/18 4/24/19 500,000 500,000 0 $ 2,662,322 $ (578,535 ) $ 2,083,787 $ 44,744 Noteholder 1 On August 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 14, 2018. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. During the year ended September 30, 2018, the holder elected to convert $167,100 of principal due in exchange for 479,848 shares of common stock and the holder elected to convert $2,988 of interest due in exchange for 10,163 shares of common stock. There was $0 and $167,100 of principal and $0 and $2,839 of accrued interest due at December 31, 2018 and September 30, 2018, respectively. Noteholder 2 On July 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount and $17,000 was paid directly to third parties resulting in cash proceeds to the Company of $183,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 and $220,000 of principal and $8,776 and $4,340 of accrued interest due December 31, 2018 and September 30, 2018, respectively. Noteholder 3 On July 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount resulting in cash proceeds to the Company of $200,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 and $220,000 of principal and $8,776 and $4,340 of accrued interest due December 31, 2018 and September 30, 2018, respectively. On September 17, 2018, the Company entered into an exchange agreement with an unrelated party for the principal amount $585,000, of which the loan payable to Palliatech, Dated August 1, 2017, outstanding and principal of $549,652 would be assumed by the new note holder, with difference of $35,348 to be treated as an original issue discount. The new convertible note payable carries an interest rate of 0% per annum is convertible into common stock of the Company at the option of the noteholder immediately at 80% of the lowest volume weighted average price of the Company’s common stock in the preceding 20 trading days. There was $435,000 of principal and $0 accrued interest due on both December 31, 2018 and September 30, 2018. Noteholder 4 On August 1, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $330,000 of which $30,000 was an original issue discount resulting in cash proceeds to the Company of $300,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, was due on October 1, 2018. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $330,000 and $330,000 of principal and $10,994 and $0 of accrued interest due at December 31, 2018 and September 30, 2018, respectively. On October 2, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $220,000 of which $20,000 was an original issue discount resulting in cash proceeds to the Company of $200,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on January 1, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. There was $220,000 of principal and $4,340 of accrued interest due at December 31, 2018. Noteholder 5 On August 29, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $222,222 of which $22,222 was an original issue discount and $5,500 was paid directly to third parties resulting in cash proceeds to the Company of $194,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 5%, is due on February 28, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.70 per share. There was $222,222 and $222,222 of principal and $3,775 and $0 of accrued interest due at December 31, 2018 and September 30, 2018, respectively. The holder has issued a notice of default on this promissory note. Noteholder 6 On September 6, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $125,000 of which $15,000 was an original issue discount parties resulting in cash proceeds to the Company of $110,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 10%, is due on September 6, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.50 per share. There was $125,000 and $125,000 of principal and $3,972 and $0 of accrued interest due at December 31, 2018 and September 30, 2018, respectively. Noteholder 7 On September 6, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $62,500 of which $6,250 was an original issue discount resulting in cash proceeds to the Company of $56,250 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 10%, is due on September 6, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.50 per share. There was $62,500 and $62,500 of principal and $1,798 and $0 of accrued interest due at December 31, 2018 and September 30, 2018, respectively. Noteholder 8 On November 15, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $222,600 of which $12,600 was an original issue discount resulting in cash proceeds to the Company of $210,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on November 15, 2019. The principal amount of the note and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.55 per share. There was $222,600 of principal and $2,244 of accrued interest due at December 31, 2018. Noteholder 9 On December 27, 2018, the Company sold and issued a Convertible Promissory to an unrelated party for the principal amount of $105,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on December 27, 2019. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. There was $105,000 of principal and $69 of accrued interest due at December 31, 2018. Noteholder 10 On April 24, 2018, the Company entered into a convertible note payable totaling $500,000 in exchange for 100% of the assets of Leaf Detective LLC. The note bears no interest, matures on April 24, 2019 and automatically converted to common stock at $1.25 per share on the maturity date. In the event the average lowest trading price of the Company’s common stock during the five days prior to maturity is less than $1.25 per share, the Company will pay the noteholder the difference between $1.25 and the average lowest trading price during the preceding five days per share converted in cash. There was $500,000 principal and $0 interest due on both December 31, 2018 and September 30, 2018. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 3 Months Ended |
Dec. 31, 2018 | |
CONVERTIBLE DEBENTURES | |
NOTE 12 - CONVERTIBLE DEBENTURES | On January 29, 2018, the Company issued a total of 5,973 units of 8% unsecured convertible debentures. Each unit consists of one convertible debenture with a principal face value of $1,000 and 250 warrants. The gross proceeds were $5,973,000. Each warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.80 per warrant for a period of 24 months. The convertible debentures have a maturity date of 36 months from issuance. Simple interest will be paid at a rate of 8% per annum in arrears until maturity or until conversion. The principal amount of the debentures and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share. In addition to the warrants associated with the convertible debentures, the Company issued an additional 597,300 warrants to purchase common stock of the Company as offering costs representing an equivalent of 6% of the fully converted debentures. The warrants are exercisable at $0.60 per share for a period of two years. During the fiscal year ended September 30, 2018, the Company issued three separate debentures under the same terms for additional cash proceeds of $610,000. The additional debentures carry an additional 152,500 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share. During the quarter ended December 31, 2018, the Company also issued nineteen additional debentures under the same terms for additional cash proceeds of $374,000. The additional debentures carry an additional 187,000 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share. Associated with the issuance of the convertible debentures, the Company incurred cash-based issuance costs of $702,963, issued common shares valued at $1,414,907 and warrants to purchase additional shares of common stock valued at $1,265,385 for total debt issuance costs of $3,383,255. The debt issuance costs were recorded as a discount to the carrying value of the convertible debentures. The warrants associated with the debt issue costs were valued using a Black-Scholes model with the following assumptions: Expected term of options granted 2 years Expected volatility 223 % Risk-free interest rate 2.49 % Expected dividend yield 0 % The Company separately assessed the value of the detachable warrants and conversion features of the convertible debentures. The Company separately initially valued the detachable warrants issued with the convertible debentures at $3,351,160 using a Black-Scholes model with the following assumptions: Expected term of options granted 2 years Expected volatility 211-223 % Risk-free interest rate 2.09-2.25 % Expected dividend yield 0 % Additionally, the outstanding principal on convertible debentures totaling $6,957,000 may be converted into common stock of the Company at $0.60 per share for a total of 11,595,000 shares. Due to the variable conversion features of the outstanding convertible notes payable as discussed in Note 7 – Convertible Notes Payable As of December 31, 2018 the Company has amortized $684,401 of the total outstanding debt discount leaving an unamortized debt discount of $3,507,423. The remaining debt discount will be amortized to interest expense over the expected life of the note. There was $5,183,000 of principal and accrued interest totaling $343,051 outstanding as of December 31, 2018. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Dec. 31, 2018 | |
DERIVATIVE LIABILITY | |
NOTE 13 - DERIVATIVE LIABILITY | As of December 31, 2018 and September 30, 2018, Company had a derivative liability balance of $678,689 and $1,181,278 on the balance sheets and recorded a gain of $852,628 from derivative liability fair value adjustments during the three months ended December 31, 2018. On November 15, 2018, the Company issued a $222,600 convertible promissory note to an unrelated party that matures on November 15, 2019. Refer to Noteholder 8 under “Note 12 – Convertible Debentures” Derivatives and Hedging The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $220,463 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $184,957 which was up to the face value of the convertible note with the excess fair value at initial measurement of $35,506 being recognized as a loss on derivative fair value measurement. On December 27, 2018, the Company issued a $105,000 convertible promissory note to an unrelated party that matures on December 27, 2019. Refer to Noteholder 9 under “Note 12 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $98,091 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $38,365 which was up to the face value of the convertible note with the excess fair value at initial measurement of $59,725 being recognized as a loss on derivative fair value measurement. At December 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to conversion features and determined an aggregate fair value of $319,004 and recorded a $450 loss from change in fair value for the three months ended December 31, 2018. The fair value of the embedded derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 115%, (2) risk-free interest rate of 2.63%, (3) exercise prices of $0.60 - $0.80, and (4) expected lives of 1.08 – 1.81 years. On October 2, 2018, the Company issued a total of $220,000 convertible debenture to an unrelated party that matures on January 1, 2019. The Company issued a total of 100,000 warrants to purchase additional shares of common stock of the Company in connection with the convertible debenture. The Company analyzed the issued warrants for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the warrants should be classified as a derivative because the Company is unable to ascertain there will be adequate unissued authorized shares of common stock to fulfill its obligations should the warrants be exercised. In accordance with AC 815, the Company has recorded a derivative liability related to the warrants. The derivative for the warrants is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the warrants was $57,014 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $53,333 which was up to the face value of the convertible debentures with the excess fair value at initial measurement of $3,681 being recognized as a loss on derivative fair value measurement. As discussed in “Note 12 – Convertible Debentures” At December 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to warrants and determined an aggregate fair value of $359,685 and recorded a $951,990 gain from change in fair value for the three months ended December 31, 2018. The fair value of the derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 115%, (2) risk-free interest rate of 2.63%, (3) exercise prices of $0.21, and (4) expected lives of 0.87 – 0.99 of a year. The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2018: Fair Value of Derivative Liabilities: Balance, September 30, 2018 $ 1,181,278 Initial measurement of derivative liabilities 448,951 Change in fair market value (951,540 ) Write off due to conversion - Balance, December 31, 2018 $ 678,689 The following table summarizes the gain (loss) on derivative liability included in the income statement for the three months ended December 31, 2018 and 2017, respectively. December 31, 2018 2017 Day one loss due to derivatives on convertible debt $ (98,912 ) $ - Change in fair value of derivatives 951,540 13,322 Total derivative gain (loss) $ 852,628 $ 13,322 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Dec. 31, 2018 | |
STOCK OPTIONS AND WARRANTS | |
NOTE 14 - STOCK OPTIONS AND WARRANTS | The following table summarizes all stock option and warrant activity for the three months ended December 31, 2018: Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2018 4,638,050 $ 0.784 Granted 316,920 0.781 Exercised - - Forfeited - - Expired - - Outstanding, December 31, 2018 4,954,970 $ 0.784 The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2018: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.400 110,000 $ 0.400 2.62 110,000 $ 0.400 $ 0.500 165,000 $ 0.500 2.70 162,500 $ 0.500 $ 0.600 627,220 $ 0.600 1.11 627,220 $ 0.600 $ 0.650 145,000 $ 0.650 3.82 36,250 $ 0.650 $ 0.800 3,482,750 $ 0.800 2.43 3,095,250 $ 0.800 $ 0.850 100,000 $ 0.850 4.29 - $ 0.850 $ 1.050 25,000 $ 1.050 4.79 - $ 1.050 $ 1.260 220,000 $ 1.260 3.50 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 2.80 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 3.50 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 3.59 5,000 1.666 Total 4,954,970 $ 0.784 3.07 4,183,720 $ 0.765 In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows: December 31, 2018 Expected term of options granted 1.1 – 2.00 years Expected volatility 114.92-122.49 % Risk-free interest rate 2.63–2.625 % Expected dividend yield 0 % The Company recognized stock option expense of $169,922 and $72,587 during the three months ended December 31, 2018 and 2017, respectively. There was $787,907 of unrecognized stock-based compensation expense as of December 31, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS | |
NOTE 15 - SUBSEQUENT EVENTS | Common Stock Issuances The Company made the following issuances of common stock subsequent to December 31, 2018: · 1,215,000 common shares issued for cash resulting in total cash proceeds of $485,879. · 437,500 common shares for the conversion of 175,000 shares of Series D Preferred Stock. · 31,579 common shares for the settlement of $15,000 of accounts payable. · 20,000 common shares associated with debt issue costs. · 12,500 common shares valued at $6,624 for the vesting of restricted stock grants for officers and directors · 788,017 common shares for services valued at $245,311 · 99,255 common shares for the conversion of $30,000 of outstanding principal on notes payable. All conversions were performed at contractual terms. · 1,000,000 common shares for the settlement of $222,222 plus interest and penalties of notes payable. Equity Raise with Warrants On April 8, 2019, the Company raised an aggregate amount of $586,000, in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States or to a U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. A portion of the Offering was completed on a best efforts basis through lead agent and bookrunner Dominick Capital Corporation of Toronto, Canada. A total of 1,465,000 Units were sold in this transaction, each Unit consists of one share of EVIO common stock (“Stock”) at a price of $0.40, and a share purchase warrant (each, a “Warrant”) in the amount of one full Warrant per Unit. Each whole Warrant shall entitle the holder thereof to purchase one additional common share of the Offeror (each a “Warrant Share”) at an exercise price of US $0.65 per Warrant Share for a period of 24 months after the closing of the Offering Convertible Notes Payable On January 14, 2019, the Company entered into a convertible note payable with an unrelated party for $131,250 of which included $6,250 in third party fees resulting in net cash proceeds to the Company of $125,000. The convertible note payable carries interest at a rate of 8% per annum, is due on January 14, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $131,250 of which included $6,250 in third party fees resulting in net cash proceeds to the Company of $125,000. The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $265,600 of which $16,500 was an original issue discount and $10,000 in third party fees resulting in net cash proceeds to the Company of $240,000. The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On August 8, 2019, the Company entered into a convertible note payable with an unrelated party for $33,092 which included $1,575 third party fees resulting in net cash proceeds to the Company of $31,517. The convertible note payable carries interest at a rate of 8% per annum, is due on August 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On August 8, 2019, the Company entered into a convertible note payable with an unrelated party for $33,092 which included $1,575 third party fees resulting in net cash proceeds to the Company of $31,517. The convertible note payable carries interest at a rate of 8% per annum, is due on August 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On August 30, 2019, the Company entered into a convertible note payable with an unrelated party for $110,000 which included $10,000 original issue discount resulting in net cash proceeds to the Company of $100,000. The convertible note payable carries interest at a rate of 8% per annum, is due on May 30, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. Convertible Notes Payable – Exchanged Note On February 8, 2019, the Company entered into an exchange agreement with an unrelated party for $580,536.60, of which the loan payable to Palliatech, dated September 1, 2017, outstanding and principal would be assumed by the new note holder. The new convertible note payable carries an interest rate of 10% per annum, with one year interest guaranteed, is due on February 8, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 30% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. On August 29, 2019, the Company entered into an exchange agreement with an unrelated party for $199,203, of which the loan payable to Henry Grimmett, dated October 16, 2016, outstanding and principal would be assumed by the new note holder. The new convertible note payable carries an interest rate of 8% per annum, is due on May 29, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days. Debenture Holders Offer On June 16, 2019 the Company offered current Debenture Holders a one-time opportunity to lower the Conversion Price of the Debenture to US$0.40 per share (the “Amended Conversion Price”); provided, however, that Investor agrees to defer interest under the Debenture until the Maturity Date identified in the Debenture, and further agrees to have any and all accrued and unpaid interest automatically converted into Common Shares of the Company at the Amended Conversion Price on the Maturity Date The original debenture had a conversion rate of US$0.60 per share. At the time of the offer there were $5,183,000 in outstanding debentures. To date a total of $4,654,000 of have opted for the offer, and $529,000 have yet to accept the offer. The additional shares to be issued related to accepted offers is 3,878,333. Equipment Financing On April 24, 2019 the Company entered into an equipment lease arrangement with Sweet Leaf Capital. The term of the lease is 30 months, commencing June 1, 2019. The capital cost of the equipment financed is $467,837.00. The agreement calls for an initial payment of $67,459, followed by 30 payments in the amount of $18,226.00. The Company will record this as a capital lease obligation in Q3, 2019. Legal Proceedings On May 9, 2019, Stephanie Head, a former part-time lab administrator for EVIO Labs Eugene, LLC, filed a wrongful termination lawsuit with the US District Court - District of Oregon, Eugene Division, Case No. 6:19-CV-00681, against EVIO Labs Eugene, LLC, EVIO, Inc. and Lori Glauser. This case is still in process. On August 29, 2018, the Company issued FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC (“Creditor”) a Promissory Note in the original principal amount of $220,000.00 (the “Note”). The Company failed to timely pay certain sums under the Note and, as a result of the Breach, on or about August 7, 2019, Creditor filed a Complaint - Breach of Promissory Note th |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
ORGANIZATION, BASIS OF PRESENTATION AND 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 consolidated 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. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: · Step 1: Identify the contract with the customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from consulting services, licensing agreements and testing of cannabis and hemp products for medicinal and adult-use consumption. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company evaluates the services promised in each contract at inception to determine whether the contract should be accounted for as having one or more performance obligations. The Company’s services included in its contracts are distinct from one another. The Company determines the transaction price for each contract based on the consideration it expects to receive for the distinct services being provided under the contract. The Company recognizes revenue as performance obligations are satisfied and the customer obtains control of the services provided. In determining when performance obligations are satisfied, the Company considers factors such as contract terms, payment terms and whether there is an alternative future use of the service. The Company recognizes revenue from testing services upon delivery of its testing results to the client. Customer orders for testing services are generally completed within two weeks of receiving the order. Consulting engagements may vary in length and scope, but will generally include the review and/or preparation of regulatory filings, business plans and financial models, operating plans, and technology support to customers within the same industry. Revenue from consulting services is recognized upon completion of deliverables as outlined in the consulting agreement. The Company recognizes revenue from right of use license agreements upon transfer of control of the functional intellectual property. In certain licensing agreements, the Company may receive royalty revenues based upon performance metrics which are recognized as earned over time. |
Foreign Currency Translation | The functional currency of the Company’s subsidiary in Canada is the Canadian Dollar. The subsidiary’s assets and liabilities have been translated to U.S. Dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the average exchange rate for each period. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). |
Fair Value of Financial Instruments | The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. |
Net Income (Loss) Per Share | Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 13,666,226 and 10,071,182 potentially dilutive common shares outstanding as of December 31, 2018 and 2017, respectively. Because of the net losses incurred during the three months ended December 31, 2018 and 2017, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations. |
Accounting Pronouncements - Current Fiscal Quarter Adoption | In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842). This ASU requires lessees to account for leases as either finance or operating leases and generally requires all lease to be recorded on the balance sheet, through the recognition of right-of-use assets and corresponding lease liabilities. In addition, in July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provide an additional (and optional) transition method whereby the new lease standard is applied at the adoption and recognized as an adjustment to retained earnings. |
Recently Issued Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | |
Financial assets and liabilities measured at fair value | 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, 2018: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 678,689 $ 678,689 The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2018: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 1,181,278 $ 1,181,278 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
LEASES (Tables) | |
Schedule of future minimum lease payments of lease liabilities | The future minimum lease payments of lease liabilities as of December 31, 2018, are as follows: Year ended September 30, Operating Leases Financing Leases 2019 658,479 $ 474,666 2020 736,261 370,083 2021 503,364 350,669 2022 483,596 156,351 2023 323,356 166,856 Thereafter 27,911 55,004 Total lease payments 2,732,967 1,573,629 Less: Payments Made (166,897 ) (270,326 ) Total Lease Liabilities $ 2,566,070 $ 1,303,303 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
INTANGIBLE ASSETS (Tables) | |
Schedule of Impaired Intangible Assets | The components of intangible assets as of December 31, 2018 and September 30, 2018 consist of: December 31, 2018 September 30, 2018 Customer list $ 839,207 $ 865,672 License 503,000 503,000 Favorable lease 3,100 3,100 Websites 49,295 49,690 Non-compete agreements 179,625 184,563 Assembled Workforce 50,750 50,750 Intellectual Property 325,092 342,610 Total 1,950,069 1,999,385 Accumulated amortization (411,487 ) (318,815 ) Net value $ 1,538,582 $ 1,680,570 |
Schedule of future amortization associated with the intangible assets acquired | The Company estimates amortization to be recorded on existing intangible assets from December 31, 2018 through the estimated lives to be: Amortization 2019 $ 282,818 2020 343,273 2021 304,689 2022 235,509 2023 195,533 2024 123,382 2025 43,243 2026 2,317 2027 2,317 2028 2,317 2029 2,317 2030 868 Total $ 1,538,582 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
CONCENTRATION OF CREDIT RISK (Tables) | |
Schedule of concentration of credit risk | As of December 31, 2018, the Company had total accounts receivable net of allowances of $251,655. Three separate clients comprised a total of 36% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 27 % Customer 2 34,268 5 % Customer 3 27,317 4 % All others 427,680 64 % Total 669,265 100 % Allowance for doubtful accounts (417,610 ) Net accounts receivable $ 251,655 As of September 30, 2018, the Company had total accounts receivable, net of allowances, of $234,178. Three separate clients comprised a total of 38% of this balance as follows: Balance Percent of Total Customer 1 $ 180,000 28 % Customer 2 32,750 5 % Customer 3 30,000 5 % All others 405,903 62 % Total 648,653 100 % Allowance for doubtful accounts (414,475 ) Net accounts receivable $ 234,178 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT (Tables) | |
Property and equipment estimated useful lives | The estimated useful lives of depreciable assets are: Estimated Useful Lives Building 39 years Laboratory and Computer Equipment 5 years Furniture and Fixtures 7 years Software 3 years Domains 15 years |
Plant and Equipment | The Company’s property and equipment consisted of the following as of December 31, 2018 and September 30, 2018: December 31, 2018 September 30, 2018 Assets Not-In-Service $ - $ 455,540 Capital Assets 1,256,073 535,095 Land 212,550 212,550 Buildings & Real Estate 941,857 937,450 Furniture and Equipment 182,463 189,459 Laboratory Equipment 2,798,429 2,468,141 Software 78,848 63,913 Leasehold Improvements 433,400 303,331 Vehicles 83,915 83,915 Total 5,987,535 5,249,394 Accumulated depreciation (874,745 ) (644,291 ) Net value $ 5,112,790 $ 4,605,103 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
LOANS PAYABLE (Tables) | |
Schedule of loans payable of long term payalbe | The Company had the following loans payable outstanding as of December 31, 2018 and September 30, 2018: December 31, 2018 September 30, 2018 On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023. 58,280 60,477 On September 6, 2017, the Company entered into a note payable totaling $1,000,000 for the purchase of an outstanding note receivable. The note carries interest at 8% annually and is due on July 6, 2018. 500,000 500,000 On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74 th 640,482 646,231 On July 5, 2018, the Company executed a note payable for $750,000 for the asset purchase of MRX Labs. The note carries interest at 8% annually and is due on January 5, 2019. 750,000 750,000 1,948,762 1,956,708 Less: unamortized original issue discounts - - Total loans payable 1,948,762 1,956,708 Less: current portion of loans payable 1,287,951 762,927 Long-term portion of loans payable $ 660,811 $ 1,193,781 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
CONVERTIBLE NOTES PAYABLE (Tables) | |
Schedule of convertible notes payable | The following table summarizes all convertible notes outstanding as of September 30, 2018: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 3 7/2/18 10/1/18 220,000 (220 ) 219,780 4,340 Noteholder 4 8/1/18 10/1/18 330,000 (492 ) 329,508 - Noteholder 1 8/14/18 8/14/19 167,100 (13,591 ) 153,509 2,839 Noteholder 5 8/29/18 2/28/19 222,222 (78,670 ) 143,552 - Noteholder 6 9/6/18 9/6/19 125,000 (89,921 ) 35,079 - Noteholder 3 9/13/18 3/11/19 585,000 (513,062 ) 71,938 - Noteholder 7 9/17/18 9/17/19 62,500 (57,381 ) 5,119 - Noteholder 10 4/24/18 4/24/19 500,000 0 500,000 - $ 2,431,822 $ (753,557 ) $ 1,678,265 $ 11,519 The following table summarizes all convertible notes outstanding as of December 31, 2018: Holder Issue Date Due Date Principal Unamortized Debt Discount Carrying Value Accrued Interest Noteholder 2 7/2/18 10/1/18 220,000 0 220,000 8,776 Noteholder 3 7/2/18 10/1/18 220,000 0 220,000 8,776 Noteholder 4 8/1/18 10/1/18 330,000 0 330,000 10,994 Noteholder 5 8/29/18 2/28/19 222,222 (14,067 ) 208,155 3,775 Noteholder 6 9/6/18 9/6/19 125,000 (59,332 ) 65,668 3,972 Noteholder 3 9/13/18 3/11/19 435,000 (163,770 ) 271,230 0 Noteholder 7 9/17/18 9/17/19 62,500 (40,264 ) 22,236 1,798 Noteholder 4 10/02/18 1/1/19 220,000 (2,418 ) 217,582 4,340 Noteholder 8 11/15/18 11/15/19 222,600 (194,546 ) 28,054 2,244 Noteholder 9 12/27/18 12/27/10 105,000 (104,136 ) 863 69 Noteholder 10 4/24/18 4/24/19 500,000 500,000 0 $ 2,662,322 $ (578,535 ) $ 2,083,787 $ 44,744 |
CONVERTIBLE DEBENTURES (Tables)
CONVERTIBLE DEBENTURES (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
CONVERTIBLE DEBENTURES (Tables) | |
Schedule of warrants associated with debt issue costs | The warrants associated with the debt issue costs were valued using a Black-Scholes model with the following assumptions: Expected term of options granted 2 years Expected volatility 223 % Risk-free interest rate 2.49 % Expected dividend yield 0 % |
Schedule of warrants issued with convertible debentures | The Company separately initially valued the detachable warrants issued with the convertible debentures at $3,351,160 using a Black-Scholes model with the following assumptions: Expected term of options granted 2 years Expected volatility 211-223 % Risk-free interest rate 2.09-2.25 % Expected dividend yield 0 % |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
DERIVATIVE LIABILITIES (Tables) | |
Summary of derivative liabilities | The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2018: Fair Value of Derivative Liabilities: Balance, September 30, 2018 $ 1,181,278 Initial measurement of derivative liabilities 448,951 Change in fair market value (951,540 ) Write off due to conversion - Balance, December 31, 2018 $ 678,689 |
Summary of gain (loss) on derivative liability | The following table summarizes the gain (loss) on derivative liability included in the income statement for the three months ended December 31, 2018 and 2017, respectively. December 31, 2018 2017 Day one loss due to derivatives on convertible debt $ (98,912 ) $ - Change in fair value of derivatives 951,540 13,322 Total derivative gain (loss) $ 852,628 $ 13,322 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
STOCK OPTIONS AND WARRANTS (Tables) | |
Summary of stock option and warrant activity | The following table summarizes all stock option and warrant activity for the three months ended December 31, 2018: Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2018 4,638,050 $ 0.784 Granted 316,920 0.781 Exercised - - Forfeited - - Expired - - Outstanding, December 31, 2018 4,954,970 $ 0.784 |
Schedule of outstanding and exercisable options and warrants | The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2018: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.400 110,000 $ 0.400 2.62 110,000 $ 0.400 $ 0.500 165,000 $ 0.500 2.70 162,500 $ 0.500 $ 0.600 627,220 $ 0.600 1.11 627,220 $ 0.600 $ 0.650 145,000 $ 0.650 3.82 36,250 $ 0.650 $ 0.800 3,482,750 $ 0.800 2.43 3,095,250 $ 0.800 $ 0.850 100,000 $ 0.850 4.29 - $ 0.850 $ 1.050 25,000 $ 1.050 4.79 - $ 1.050 $ 1.260 220,000 $ 1.260 3.50 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 2.80 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 3.50 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 3.59 5,000 1.666 Total 4,954,970 $ 0.784 3.07 4,183,720 $ 0.765 |
Schedule of Fair value option grant using Black-Scholes option pricing model | The assumptions used in these calculations are summarized as follows: December 31, 2018 Expected term of options granted 1.1 – 2.00 years Expected volatility 114.92-122.49 % Risk-free interest rate 2.63–2.625 % Expected dividend yield 0 % |
ORGANIZATION, BASIS OF PRESEN_3
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Dilutive common shares outstanding | 13,666,226 | 10,071,182 |
Oregon [Member] | OLCC licensed and ORELAP accredited laboratories [Member] | EVIO Labs Portland [Member] | ||
Ownership percentage | 100.00% | |
Oregon [Member] | OLCC licensed and ORELAP accredited laboratories [Member] | EVIO Labs Medford [Member] | ||
Ownership percentage | 80.00% | |
California [Member] | BCC licensed and ISO 17025 accredited laboratory [Member] | ||
Ownership percentage | 90.00% | |
Canada [Member] | GMP certified laboratory [Member] | ||
Ownership percentage | 50.00% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Dec. 31, 2018 | Dec. 27, 2018 | Oct. 02, 2018 | Sep. 30, 2018 |
Derivative financial instruments | $ 678,689 | $ 1,181,278 | ||
Level 2 [Member] | ||||
Derivative financial instruments | ||||
Level 1 [Member] | ||||
Derivative financial instruments | ||||
Level 3 [Member] | ||||
Derivative financial instruments | $ 678,689 | $ 1,181,278 |
LEASES (Details)
LEASES (Details) | Dec. 31, 2018USD ($) |
Operating Leases [Member] | |
Year ended September 30 | |
2019 | $ 658,479 |
2020 | 736,261 |
2021 | 503,364 |
2022 | 483,596 |
2023 | 323,356 |
Thereafter | 27,911 |
Total lease payments | 2,732,967 |
Less: Payments Made | (166,897) |
Total Lease Liabilities | 2,566,070 |
Financing Leases [Member] | |
Year ended September 30 | |
2019 | 474,666 |
2020 | 370,083 |
2021 | 350,669 |
2022 | 156,351 |
2023 | 166,856 |
Thereafter | 55,004 |
Total lease payments | 1,573,629 |
Less: Payments Made | (270,326) |
Total Lease Liabilities | $ 1,303,303 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
LEASES | ||
Right of use assets | $ 2,781,238 | |
Lease Liabilities | $ 2,828,361 | |
Lease commitments description | These commitments have remaining non-cancelable lease terms, with lease expirations which range from 2020 to 2024. |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Total | $ 1,950,069 | $ 1,999,385 |
Accumulated amortization | (411,487) | (318,815) |
Net value | 1,538,582 | 1,680,569 |
Customer list [Member] | ||
Total | 839,207 | 865,672 |
License [Member] | ||
Total | 503,000 | 503,000 |
Favorable lease [Member] | ||
Total | 3,100 | 3,100 |
Websites [Member] | ||
Total | 49,295 | 49,690 |
Non-compete agreements [Member] | ||
Total | 179,625 | 184,563 |
Assembled Workforce [Member] | ||
Total | 50,750 | 50,750 |
Intellectual Property [Member] | ||
Total | $ 325,092 | $ 342,610 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - Amortization [Member] | Dec. 31, 2018USD ($) |
2019 | $ 282,818 |
2020 | 343,273 |
2021 | 304,689 |
2022 | 235,509 |
2023 | 195,533 |
2024 | 123,382 |
2025 | 43,243 |
2026 | 2,317 |
2027 | 2,317 |
2028 | 2,317 |
2029 | 2,317 |
2030 | 868 |
Total | $ 1,538,582 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Total accounts receivable | $ 669,265 | $ 648,653 |
Allowance for doubtful accounts | (417,610) | (414,475) |
Net accounts receivable | $ 251,655 | $ 234,178 |
Percent of total | 100.00% | 100.00% |
Customer list [Member] | ||
Total accounts receivable | $ 427,680 | $ 405,903 |
Percent of total | 64.00% | 62.00% |
Customer 1 [Member] | ||
Total accounts receivable | $ 180,000 | $ 180,000 |
Percent of total | 27.00% | 28.00% |
Customer 2 [Member] | ||
Total accounts receivable | $ 34,268 | $ 32,750 |
Percent of total | 5.00% | 5.00% |
Customer 3 [Member] | ||
Total accounts receivable | $ 27,317 | $ 30,000 |
Percent of total | 4.00% | 5.00% |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Allowance for doubtful accounts receivable | $ (417,610) | $ (414,475) |
Percent of total | 100.00% | 100.00% |
Concentration of credit risk [Member] | ||
Note receivable due from single entity | $ 1,300,000 | $ 1,300,000 |
Federal deposit insurance corporation | 250,000 | |
Allowance for doubtful accounts receivable | $ 251,655 | $ 234,178 |
Percent of total | 36.00% | 38.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) | 3 Months Ended |
Dec. 31, 2018 | |
Domains [Member] | |
Estimated useful lives | 15 Years |
Software [Member] | |
Estimated useful lives | 3 Years |
Furniture and Equipment [Member] | |
Estimated useful lives | 7 Years |
Laboratory and Computer Equipment [Member] | |
Estimated useful lives | 5 Years |
Building [Member] | |
Estimated useful lives | 39 Years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details 1) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Total | $ 5,987,535 | $ 5,249,394 |
Accumulated depreciation | (874,745) | (644,291) |
Net value | 5,112,790 | 4,605,103 |
Furniture and Equipment [Member] | ||
Total | 182,463 | 189,459 |
Laboratory Equipment [Member] | ||
Total | 2,798,429 | 2,468,141 |
Leasehold Improvements [Member] | ||
Total | 433,400 | 303,331 |
Vehicles [Member] | ||
Total | 83,915 | 83,915 |
Assets Not-In-Service [Member] | ||
Total | 455,540 | |
Capital Assets [Member] | ||
Total | 1,256,073 | 535,095 |
Land [Member] | ||
Total | 212,550 | 212,550 |
Buildings & Real Estate [Member] | ||
Total | 941,857 | 937,450 |
Software [Member] | ||
Total | $ 78,848 | $ 63,913 |
PROPERTY AND EQUIPMENT (Detai_3
PROPERTY AND EQUIPMENT (Details Narrative) - Furniture and Equipment [Member] | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Capitalized amount | $ 738,141 |
Depreciation expense | $ 230,454 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Debt instrument principal payment | $ 5,183,000 | |
Keystone Labs [Member] | ||
Borrowed amount | 59,254 | |
Repayment to related party | 1,941 | |
Due to related parties | 210,498 | 153,177 |
Chief Operating Officer [Member] | ||
Borrowed amount | 10,000 | |
Repayment to related party | 0 | |
Due to related parties | 10,000 | |
Current Portion - Notes Payable - Related Party | 10,000 | 0 |
Anthony Smith [Member] | ||
Due to related parties | $ 236,000 | $ 236,000 |
Interest rate | 5.00% | 5.00% |
Accrued interest | $ 33,935 | $ 30,960 |
Percentage owned | 80.00% | |
Sara Lausmann [Member] | ||
Due to related parties | $ 580,299 | $ 580,299 |
Interest rate | 5.00% | 5.00% |
Accrued interest | $ 86,609 | $ 79,295 |
Greenhaus Analytical Services, LLC [Member] | ||
Repayment to related party | 25,000 | |
Due to related parties | 113,554 | 117,412 |
Current Portion - Notes Payable - Related Party | $ 3,858 | |
Interest rate | 6.00% | 0.00% |
Accrued interest | $ 45,048 | $ 39,905 |
Acquisition of business, amount | $ 340,000 | |
Maturity date | Oct. 16, 2020 | |
Unamortized debt discount | $ 45,567 | $ 51,971 |
Debt instrument principal payment | $ 340,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Common stock, shares issued | 25,309,742 | 23,255,409 | |
Common stock, shares outstanding | 25,309,742 | 23,255,409 | |
Series B Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Fully paid and non assessable shares of Common Stock | $ 1 | ||
Series C Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock, Shares Issued | 500,000 | 500,000 | 500,000 |
Convertible Preferred Stock, Shares Outstanding | 500,000 | 500,000 | 500,000 |
Convertible Preferred Stock, Shares Authorized | 500,000 | 500,000 | 500,000 |
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Fully paid and non assessable shares of Common Stock | 5 | ||
Series D Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock, Shares Issued | 514,500 | 744,772 | 552,500 |
Convertible Preferred Stock, Shares Outstanding | 514,500 | 744,722 | 552,500 |
Convertible Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Convertible Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Fully paid and non assessable shares of Common Stock | $ 2.5 | ||
Stock conversion converted instrument shares issued | 95,000 | 219,320 | |
Common stock shares issuable upon conversion | 38,000 | 87,728 | |
Common Stock [Member] | |||
Stock conversion converted instrument shares issued | 95,000 | 219,320 | |
Conversion of outstanding principal convertible notes payable, amount | $ 317,100 | $ 319,000 | |
Conversion of Convertible debentures common stock, Shares | 669,362 | ||
Conversion of Convertible debentures common stock, Amount | 388,000 | ||
Common shares conversion of interest payable, shares | $ 10,163 | 50,743 | |
Common shares issued for cash proceeds, Amount | 128,400 | 241,527 | |
Common shares conversion of interest payable, amount | $ 2,988 | $ 17,884 | |
Settlement of common share in accounts payable, share | 324,000 | 37,500 | |
Settlement of accounts payable | $ 162,000 | $ 18,750 | |
Conversion of related party notes payable, shares | 125,000 | ||
Conversion of related party notes payable, amount | $ 62,500 | ||
Common stock, shares issued | 25,309,725 | 13,890,028 | |
Common stock, shares outstanding | 25,309,725 | 13,890,028 | |
Common shares issued for services, Shares | 200,000 | 1,245,000 | |
Common shares issued for services, Amount | $ 106,000 | $ 498,000 | |
Common shares issued for equity incentive plan, Shares | 50,000 | 15,000 | |
Common shares issued for cash proceeds, Shares | 250,000 | 239,759 | |
Common shares issued for equity incentive plan, Amount | $ 35,875 | $ 6,564 | |
Conversion of outstanding principal convertible notes payable, shares | 779,808 | 900,793 | |
Series A Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock, Shares Issued | 0 | 0 | |
Convertible Preferred Stock, Shares Outstanding | 0 | 0 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Loan Payable | $ 1,948,762 | $ 1,956,708 |
Less: unamortized original issue discounts | ||
Total loans payable | 1,948,762 | 1,956,708 |
Less: current portion of loans payable | 1,287,951 | 762,927 |
Long-term portion of loans payable | 660,811 | 1,193,781 |
Loans Payable [Member] | ||
Loan Payable | 58,280 | 60,477 |
Loans Payable One [Member] | ||
Loan Payable | 500,000 | 500,000 |
Loans Payable Two [Member] | ||
Loan Payable | 640,482 | 646,231 |
Loans Payable Three [Member] | ||
Loan Payable | $ 750,000 | $ 750,000 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Loans Payable [Member] | ||
Accrued interest | $ 98,472 | $ 47,767 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Apr. 24, 2018 | Aug. 14, 2017 | |
Principal amount | $ 2,662,322 | $ 2,431,822 | ||
Unamortized Debt Discount | (578,535) | (753,557) | ||
Carrying Value | 2,083,787 | 1,678,265 | ||
Accrued Interest | 44,744 | 11,519 | ||
Principal amount | 5,183,000 | |||
Noteholder 1 [Member] | ||||
Carrying Value | 153,509 | |||
Accrued Interest | $ 2,839 | |||
Due Date | Aug. 14, 2019 | |||
Principal amount | $ 0 | $ 167,100 | $ 275,600 | |
Unamortized Debt Discount | $ 13,591 | |||
Issue Date | Aug. 14, 2018 | |||
Noteholder 2 [Member] | ||||
Carrying Value | $ 220,000 | $ 219,780 | ||
Accrued Interest | $ 8,776 | $ 4,340 | ||
Due Date | Oct. 1, 2018 | Oct. 1, 2018 | ||
Principal amount | $ 220,000 | $ 220,000 | ||
Unamortized Debt Discount | $ 0 | $ 220 | ||
Issue Date | Jul. 2, 2018 | Jul. 2, 2018 | ||
Noteholder 3 [Member] | ||||
Carrying Value | $ 220,000 | $ 219,780 | ||
Accrued Interest | $ 8,776 | $ 4,340 | ||
Due Date | Oct. 1, 2018 | Oct. 1, 2018 | ||
Principal amount | $ 220,000 | $ 220,000 | ||
Unamortized Debt Discount | $ 0 | $ 220 | ||
Issue Date | Jul. 2, 2018 | Jul. 2, 2018 | ||
Noteholder 4 [Member] | ||||
Carrying Value | $ 330,000 | $ 329,508 | ||
Accrued Interest | $ 10,994 | |||
Due Date | Oct. 1, 2018 | Oct. 1, 2018 | ||
Principal amount | $ 330,000 | $ 330,000 | ||
Unamortized Debt Discount | $ 0 | $ 492 | ||
Issue Date | Aug. 1, 2018 | Aug. 1, 2018 | ||
Noteholder 5 [Member] | ||||
Carrying Value | $ 208,155 | $ 143,552 | ||
Accrued Interest | $ 3,775 | |||
Due Date | Feb. 28, 2019 | Feb. 28, 2019 | ||
Principal amount | $ 222,222 | $ 222,222 | ||
Unamortized Debt Discount | $ 14,067 | $ 78,670 | ||
Issue Date | Aug. 29, 2018 | Aug. 29, 2018 | ||
Noteholder 6 [Member] | ||||
Carrying Value | $ 65,668 | $ 35,079 | ||
Accrued Interest | $ 3,972 | |||
Due Date | Sep. 6, 2019 | Sep. 6, 2019 | ||
Principal amount | $ 125,000 | $ 125,000 | ||
Unamortized Debt Discount | $ 59,332 | $ 89,921 | ||
Issue Date | Sep. 6, 2018 | Sep. 6, 2018 | ||
Noteholder 7 [Member] | ||||
Carrying Value | $ 22,236 | $ 5,119 | ||
Accrued Interest | $ 1,798 | |||
Due Date | Sep. 17, 2019 | Sep. 17, 2019 | ||
Principal amount | $ 62,500 | $ 62,500 | ||
Unamortized Debt Discount | $ 40,264 | $ 57,381 | ||
Issue Date | Sep. 17, 2018 | Sep. 17, 2018 | ||
Noteholder 4 [Member] | ||||
Carrying Value | $ 217,582 | |||
Accrued Interest | $ 4,340 | |||
Due Date | Jan. 1, 2019 | |||
Principal amount | $ 220,000 | |||
Unamortized Debt Discount | $ 2,418 | |||
Issue Date | Oct. 2, 2018 | |||
Noteholder 10 [Member] | ||||
Carrying Value | $ 500,000 | $ 500,000 | ||
Accrued Interest | $ 0 | |||
Due Date | Apr. 24, 2019 | Apr. 24, 2019 | ||
Principal amount | $ 500,000 | $ 500,000 | ||
Unamortized Debt Discount | $ 0 | |||
Issue Date | Apr. 24, 2018 | Apr. 24, 2018 | ||
Noteholder 8 [Member] | ||||
Carrying Value | $ 28,054 | |||
Accrued Interest | $ 2,244 | |||
Due Date | Nov. 15, 2019 | |||
Principal amount | $ 222,600 | |||
Unamortized Debt Discount | $ 194,546 | |||
Issue Date | Nov. 15, 2018 | |||
Noteholder 9 [Member] | ||||
Carrying Value | $ 863 | |||
Accrued Interest | $ 69 | |||
Due Date | Dec. 27, 2010 | |||
Principal amount | $ 105,000 | |||
Unamortized Debt Discount | $ 104,136 | |||
Issue Date | Dec. 27, 2018 |
CONVERTIBLE NOTES PAYBLE (Detai
CONVERTIBLE NOTES PAYBLE (Details Narrative) - USD ($) | Sep. 06, 2018 | Jul. 02, 2018 | Aug. 14, 2017 | Dec. 27, 2018 | Nov. 15, 2018 | Sep. 17, 2018 | Aug. 29, 2018 | Aug. 02, 2018 | Aug. 01, 2018 | Apr. 24, 2018 | Sep. 30, 2018 | Dec. 31, 2018 |
Convertible promissory note principal amount | $ 5,183,000 | |||||||||||
Accrued interest on note | 343,051 | |||||||||||
Discount on convertible promissory note | 3,507,423 | |||||||||||
Noteholder 3 [Member] | ||||||||||||
Convertible promissory note principal amount | 435,000 | 435,000 | ||||||||||
Accrued interest on note | 0 | 0 | ||||||||||
Noteholder 3 [Member] | Exchange Agreement [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 585,000 | |||||||||||
Annual interest rate | 0.00% | |||||||||||
Description of conversion of note payable | The new convertible note payable carries an interest rate of 0% per annum is convertible into common stock of the Company at the option of the noteholder immediately at 80% of the lowest volume weighted average price of the Company’s common stock in the preceding 20 trading days. | |||||||||||
Outstanding principal amount | $ 549,652 | |||||||||||
Original issue discount | $ 35,348 | |||||||||||
Noteholder 5 [Member] | ||||||||||||
Convertible promissory note principal amount | 222,222 | 222,222 | ||||||||||
Accrued interest on note | 0 | 3,775 | ||||||||||
Noteholder 6 [Member] | ||||||||||||
Convertible promissory note principal amount | 125,000 | 125,000 | ||||||||||
Accrued interest on note | 0 | 3,972 | ||||||||||
Noteholder 7 [Member] | ||||||||||||
Convertible promissory note principal amount | 62,500 | 62,500 | ||||||||||
Accrued interest on note | 0 | 1,798 | ||||||||||
Noteholder 8 [Member] | ||||||||||||
Convertible promissory note principal amount | 222,600 | |||||||||||
Accrued interest on note | 2,244 | |||||||||||
Noteholder 9 [Member] | ||||||||||||
Convertible promissory note principal amount | 105,000 | |||||||||||
Accrued interest on note | 2,833 | 69 | ||||||||||
Noteholder 10 [Member] | ||||||||||||
Convertible promissory note principal amount | 500,000 | 500,000 | ||||||||||
Accrued interest on note | 0 | 0 | ||||||||||
Noteholder 10 [Member] | Leaf Detective LLC [Member] | ||||||||||||
Convertible note payable | $ 500,000 | |||||||||||
Maturity date | Apr. 24, 2019 | |||||||||||
Common stock price per share | $ 1.25 | |||||||||||
Description of conversion price | In the event the average lowest trading price of the Company’s common stock during the five days prior to maturity is less than $1.25 per share, the Company will pay the noteholder the difference between $1.25 and the average lowest trading price during the preceding five days per share converted in cash. | |||||||||||
On July 2, 2018 [Member] | Noteholder 3 [Member] | ||||||||||||
Convertible promissory note principal amount | 220,000 | 220,000 | ||||||||||
Accrued interest on note | 4,340 | 8,776 | ||||||||||
Transaction1 [Member] | Noteholder 3 [Member] | ||||||||||||
Convertible promissory note principal amount | $ 220,000 | |||||||||||
Accrued interest on note | ||||||||||||
Cash proceeds from convertible promissory note | $ 200,000 | |||||||||||
Annual interest rate | 8.00% | |||||||||||
Due date | Oct. 1, 2018 | |||||||||||
Original issue discount | $ 20,000 | |||||||||||
Conversion price | $ 0.60 | |||||||||||
Noteholder 1 [Member] | ||||||||||||
Convertible promissory note principal amount | 275,600 | 167,100 | 0 | |||||||||
Accrued interest on note | $ 2,839 | 0 | ||||||||||
Cash proceeds from convertible promissory note | 250,000 | |||||||||||
Discount on convertible promissory note | $ 15,600 | |||||||||||
Outstanding principal and interest in exchange common shares | 479,848 | |||||||||||
Exchange common stock shares | 10,163 | |||||||||||
Exchange common stock amount | $ 2,988 | |||||||||||
Annual interest rate | 8.00% | |||||||||||
Due date | Aug. 14, 2018 | |||||||||||
Description of conversion of note payable | The Note, together with accrued interest at the annual rate of 8%, is due on August 14, 2018. The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. | |||||||||||
Amount paid to third party | $ 10,000 | |||||||||||
Outstanding principal amount | 167,100 | |||||||||||
Noteholder 2 [Member] | Transaction1 [Member] | ||||||||||||
Convertible promissory note principal amount | $ 220,000 | |||||||||||
Accrued interest on note | ||||||||||||
Cash proceeds from convertible promissory note | $ 183,000 | |||||||||||
Annual interest rate | 8.00% | |||||||||||
Due date | Oct. 1, 2018 | |||||||||||
Amount paid to third party | $ 17,000 | |||||||||||
Original issue discount | $ 20,000 | |||||||||||
Conversion price | $ 0.60 | |||||||||||
Noteholder 2 [Member] | Transaction1 [Member] | On July 2, 2018 [Member] | ||||||||||||
Convertible promissory note principal amount | 220,000 | 220,000 | ||||||||||
Accrued interest on note | 4,340 | 8,776 | ||||||||||
Noteholder 4 [Member] | ||||||||||||
Convertible promissory note principal amount | 330,000 | 330,000 | ||||||||||
Noteholder 4 [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 220,000 | $ 330,000 | 330,000 | 330,000 | ||||||||
Accrued interest on note | 10,994 | |||||||||||
Cash proceeds from convertible promissory note | $ 200,000 | $ 300,000 | ||||||||||
Annual interest rate | 8.00% | 8.00% | ||||||||||
Due date | Jan. 1, 2019 | Oct. 1, 2018 | ||||||||||
Original issue discount | $ 20,000 | $ 30,000 | ||||||||||
Conversion price | $ 0.60 | $ 0.60 | ||||||||||
Noteholder 4 [Member] | October 2, 2018 [Member] | ||||||||||||
Convertible promissory note principal amount | 220,000 | |||||||||||
Accrued interest on note | 4,340 | |||||||||||
Convertible Promissory Note [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 105,000 | |||||||||||
Maturity date | Dec. 27, 2019 | |||||||||||
Convertible Promissory Note [Member] | Noteholder 5 [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 222,222 | |||||||||||
Cash proceeds from convertible promissory note | $ 194,500 | |||||||||||
Annual interest rate | 5.00% | |||||||||||
Due date | Feb. 28, 2019 | |||||||||||
Amount paid to third party | $ 5,500 | |||||||||||
Original issue discount | $ 22,222 | |||||||||||
Conversion price | $ 0.70 | |||||||||||
Convertible Promissory Note [Member] | Noteholder 6 [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 125,000 | |||||||||||
Cash proceeds from convertible promissory note | $ 110,000 | |||||||||||
Annual interest rate | 10.00% | |||||||||||
Due date | Sep. 6, 2019 | |||||||||||
Original issue discount | $ 15,000 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Convertible Promissory Note [Member] | Noteholder 7 [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 62,500 | |||||||||||
Cash proceeds from convertible promissory note | $ 56,250 | |||||||||||
Annual interest rate | 10.00% | |||||||||||
Due date | Sep. 6, 2019 | |||||||||||
Original issue discount | $ 6,250 | |||||||||||
Conversion price | $ 0.50 | |||||||||||
Convertible Promissory Note [Member] | Noteholder 8 [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | 222,600 | |||||||||||
Cash proceeds from convertible promissory note | $ 56,250 | $ 210,000 | ||||||||||
Annual interest rate | 8.00% | |||||||||||
Due date | Nov. 15, 2019 | |||||||||||
Original issue discount | $ 12,600 | |||||||||||
Conversion price | $ 0.50 | $ 0.55 | ||||||||||
Convertible Promissory Note [Member] | Noteholder 9 [Member] | Unrelated Party [Member] | ||||||||||||
Convertible promissory note principal amount | $ 105,000 | |||||||||||
Annual interest rate | 8.00% | |||||||||||
Due date | Dec. 27, 2019 | |||||||||||
Description of conversion of note payable | The Note is convertible into the Company’s common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company’s common stock for the fifteen prior trading days including the date of conversion. | |||||||||||
Noteholder 4 [Member] | ||||||||||||
Convertible promissory note principal amount | $ 220,000 | |||||||||||
Noteholder 4 [Member] | Transaction 2 [Member] | ||||||||||||
Cash proceeds from convertible promissory note |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details) | 3 Months Ended |
Dec. 31, 2018 | |
Expected term of options granted | 2 years |
Expected dividend yield | 0.00% |
Debt Issuance Costs [Member] | |
Expected term of options granted | 2 years |
Expected volatility | 223.00% |
Risk-free interest rate | 2.49% |
Expected dividend yield | 0.00% |
CONVERTIBLE DEBENTURES (Detai_2
CONVERTIBLE DEBENTURES (Details 1) | 3 Months Ended |
Dec. 31, 2018 | |
Expected term of options granted | 2 years |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected term of options granted | 1 year 1 month 6 days |
Expected volatility | 114.92% |
Risk-free interest rate | 2.63% |
Maximum [Member] | |
Expected term of options granted | 2 years |
Expected volatility | 122.49% |
Risk-free interest rate | 2.625% |
Convertible debt [Member] | |
Expected term of options granted | 2 years |
Expected dividend yield | 0.00% |
Convertible debt [Member] | Minimum [Member] | |
Expected volatility | 211.00% |
Risk-free interest rate | 2.09% |
Convertible debt [Member] | Maximum [Member] | |
Expected volatility | 223.00% |
Risk-free interest rate | 2.25% |
CONVERTIBLE DEBENTURES (Detai_3
CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jan. 29, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | |
Amortized debt discount | $ 684,401 | ||
Debt discount | 3,507,423 | ||
Accrued interest on note | 343,051 | ||
Convertible promissory note principal amount | $ 5,183,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, value | $ 2,531 | $ 2,326 | |
Convertible debentures [Member] | |||
Conversion price | $ 0.60 | ||
Interest rate | 6.00% | ||
Warrant exercise price | 0.60 | 0.80 | |
Warrant period | 2 years | ||
Warrants issued | 597,300 | 187,000 | |
Debt conversion converted instrument shares issued | 11,595,000 | ||
Cash proceeds | $ 374,000 | ||
Outstanding principal amount | $ 6,957,000 | ||
Common stock, par value | $ 0.60 | ||
Convertible debt, issuance cost | $ 702,963 | ||
Common Stock, value | 1,414,907 | ||
Proceeds from purchase of common stock | 1,265,385 | ||
Debt issuance costs | 3,383,255 | ||
Detachable warrants issued, valued | $ 3,351,160 | ||
Unsecured Convertible Debentures [Member] | |||
Conversion price | $ 0.60 | ||
Interest rate | 8.00% | ||
Number of units issued | 5,973 | ||
Principal face value | $ 1,000 | ||
Number of warrants | 250 | ||
Proceeds from issuance of unsecured convertible debt | $ 5,973,000 | ||
Warrant exercise price | 0.80 | ||
Warrant period | 24 months | ||
Maturity date, description | The convertible debentures have a maturity date of 36 months from issuance. | ||
Simple interest rate | 8.00% | ||
SeparateDebentures [Member] | |||
Conversion price | $ 0.60 | $ 0.60 | |
Warrant exercise price | 0.80 | ||
Warrants issued | 152,500 | ||
Proceeds from issuance of convertible debt | $ 610,000 | ||
Convertible debentures One [Member] | |||
Warrants issued | 4,616,545 | ||
Debt issuance costs | $ 6,583,000 | ||
Debt discount | $ 4,465,131 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Beginning balance | $ 1,181,278 |
Ending balance | 678,689 |
Derivative Liabilities [Member] | |
Beginning balance | 1,181,278 |
Initial measurement of derivative liabilities | 448,951 |
Change in fair market value | (951,540) |
Write off due to conversion | |
Ending balance | $ 678,689 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total derivative expense (loss) | $ 852,658 | $ 13,322 |
Derivative Liability [Member] | ||
Day one loss due to derivatives on convertible debt | (98,912) | |
Change in fair value of derivatives | 951,540 | 13,322 |
Total derivative expense (loss) | $ 852,628 | $ 13,322 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | Oct. 02, 2018 | Dec. 27, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2018 | Sep. 30, 2018 |
Derivative liability | $ 678,689 | $ 1,181,278 | ||||
Expected life | 2 years | |||||
Convertible promissory note principal amount | $ 5,183,000 | |||||
Gain (loss) on change in fair market value of derivative liabilities | 852,658 | $ 13,322 | ||||
Unrelated Party [Member] | Convertible Debenture [Member] | ||||||
Convertible promissory note principal amount | $ 220,000 | $ 374,000 | ||||
Warrants issued | 100,000 | 187,000 | ||||
Maturity date | Jan. 1, 2019 | |||||
Debt discount | $ 53,333 | |||||
Maturity date description | ranging from October 17, 2020 to October 23, 2020 | |||||
Aggregate fair value | 57,014 | $ 73,383 | ||||
Fair value at initial measurement of derivative liability | $ 3,681 | |||||
Maximum [Member] | ||||||
Expected life | 2 years | |||||
Expected volatility rate | 122.49% | |||||
Risk-free interest rate | 2.625% | |||||
Minimum [Member] | ||||||
Expected life | 1 year 1 month 6 days | |||||
Expected volatility rate | 114.92% | |||||
Risk-free interest rate | 2.63% | |||||
Convertible Notes Payable [Member] | ||||||
Derivative liability | $ 678,689 | 1,181,278 | ||||
Aggregate fair value | $ 220,463 | |||||
Fair value at initial measurement of derivative liability | 35,506 | |||||
Gain (loss) on change in fair market value of derivative liabilities | 852,628 | |||||
Convertible promissory note principal amount | 275,600 | |||||
Debt discount | 184,957 | |||||
Convertible Notes Payable One [Member] | ||||||
Aggregate fair value | 98,091 | 0 | ||||
Fair value at initial measurement of derivative liability | 59,725 | |||||
Convertible promissory note principal amount | ||||||
Debt discount | $ 38,365 | |||||
Change in fair value of derivatives | $ 450 | |||||
Derivative liability due to conversion | ||||||
Expected volatility rate | 115.00% | |||||
Risk-free interest rate | 2.63% | |||||
Convertible Notes Payable One [Member] | Maximum [Member] | ||||||
Expected life | 1 year 9 months 22 days | |||||
Exercise prices | $ 0.80 | |||||
Convertible Notes Payable One [Member] | Minimum [Member] | ||||||
Expected life | 1 year 29 days | |||||
Exercise prices | $ 0.60 | |||||
Convertible Notes Payable Two [Member] | ||||||
Aggregate fair value | $ 951,990 | |||||
Exercise prices | $ 0.21 | |||||
Convertible promissory note principal amount | ||||||
Expected volatility rate | 115.00% | |||||
Risk-free interest rate | 2.63% | |||||
Convertible Notes Payable Two [Member] | Maximum [Member] | ||||||
Expected life | 11 months 26 days | |||||
Convertible Notes Payable Two [Member] | Minimum [Member] | ||||||
Expected life | 10 months 14 days | |||||
Convertible Promissory Note [Member] | Unrelated Party [Member] | ||||||
Convertible promissory note principal amount | $ 105,000 | |||||
Maturity date | Dec. 27, 2019 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) | 3 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Options | |
Number of options outstanding, beginning | shares | 4,638,050 |
Number of Options, Granted | shares | 316,920 |
Number of Options, Exercised | shares | |
Number of Options, Forfeited | shares | |
Number of Options, Expired | shares | |
Number of options outstanding, Ending | shares | 4,954,970 |
Weighted Average Exercise Price | |
Weighted average exercise price outstanding, beginning | $ / shares | $ 0.784 |
Weighted Average Exercise Price, Granted | $ / shares | 0.781 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted average exercise price outstanding, Ending | $ / shares | $ 0.784 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Number of options outstanding | 4,954,970 | 4,638,050 |
Weighted average exercise price outstanding | $ 0.784 | $ 0.784 |
Exercisable Number of Option Shares | 4,183,720 | |
Exercisable Weighted Average Exercise Price | $ 0.765 | |
Weighted Average Remaining Life (Years) | 3 years 26 days | |
0.400 [Member] | ||
Number of options outstanding | 110,000 | |
Weighted average exercise price outstanding | $ 0.400 | |
Exercisable Number of Option Shares | 110,000 | |
Exercisable Weighted Average Exercise Price | $ 0.400 | |
Weighted Average Remaining Life (Years) | 2 years 7 months 13 days | |
0.500 [Member] | ||
Number of options outstanding | 165,000 | |
Weighted average exercise price outstanding | $ 0.500 | |
Exercisable Number of Option Shares | 162,500 | |
Exercisable Weighted Average Exercise Price | $ 0.500 | |
Weighted Average Remaining Life (Years) | 2 years 8 months 12 days | |
1.260 [Member] | ||
Number of options outstanding | 220,000 | |
Weighted average exercise price outstanding | $ 1.260 | |
Exercisable Number of Option Shares | 110,000 | |
Exercisable Weighted Average Exercise Price | $ 1.260 | |
Weighted Average Remaining Life (Years) | 3 years 6 months | |
1.386 [Member] | ||
Number of options outstanding | 60,000 | |
Weighted average exercise price outstanding | $ 1.386 | |
Exercisable Number of Option Shares | 30,000 | |
Exercisable Weighted Average Exercise Price | $ 1.386 | |
Weighted Average Remaining Life (Years) | 3 years 6 months | |
1.300 [Member] | ||
Number of options outstanding | 10,000 | |
Weighted average exercise price outstanding | $ 1.300 | |
Exercisable Number of Option Shares | 7,500 | |
Exercisable Weighted Average Exercise Price | $ 1.300 | |
Weighted Average Remaining Life (Years) | 2 years 9 months 18 days | |
1.666 [Member] | ||
Number of options outstanding | 10,000 | |
Weighted average exercise price outstanding | $ 1.666 | |
Exercisable Number of Option Shares | 5,000 | |
Exercisable Weighted Average Exercise Price | $ 1.666 | |
Weighted Average Remaining Life (Years) | 3 years 7 months 2 days | |
0.600 [Member] | ||
Number of options outstanding | 627,220 | |
Weighted average exercise price outstanding | $ 0.600 | |
Exercisable Number of Option Shares | 627,220 | |
Exercisable Weighted Average Exercise Price | $ 0.600 | |
Weighted Average Remaining Life (Years) | 1 year 1 month 9 days | |
0.650 [Member] | ||
Number of options outstanding | 145,000 | |
Weighted average exercise price outstanding | $ 0.650 | |
Exercisable Number of Option Shares | 36,250 | |
Exercisable Weighted Average Exercise Price | $ 0.650 | |
Weighted Average Remaining Life (Years) | 3 years 9 months 25 days | |
0.800 [Member] | ||
Number of options outstanding | 3,482,750 | |
Weighted average exercise price outstanding | $ 0.800 | |
Exercisable Number of Option Shares | 3,095,250 | |
Exercisable Weighted Average Exercise Price | $ 0.800 | |
Weighted Average Remaining Life (Years) | 2 years 5 months 5 days | |
0.850 [Member] | ||
Number of options outstanding | 100,000 | |
Weighted average exercise price outstanding | $ 0.850 | |
Exercisable Number of Option Shares | ||
Exercisable Weighted Average Exercise Price | $ 0.850 | |
Weighted Average Remaining Life (Years) | 4 years 3 months 15 days | |
1.050 [Member] | ||
Number of options outstanding | 25,000 | |
Weighted average exercise price outstanding | $ 1.050 | |
Exercisable Number of Option Shares | ||
Exercisable Weighted Average Exercise Price | $ 1.050 | |
Weighted Average Remaining Life (Years) | 4 years 9 months 14 days |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) | 3 Months Ended |
Dec. 31, 2018 | |
Expected dividend yield | 0.00% |
Expected life | 2 years |
Maximum [Member] | |
Expected life | 2 years |
Risk-free interest rate | 2.625% |
Expected volatility rate | 122.49% |
Minimum [Member] | |
Expected life | 1 year 1 month 6 days |
Risk-free interest rate | 2.63% |
Expected volatility rate | 114.92% |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
STOCK OPTIONS AND WARRANTS (Details Narrative) | ||
Stock option expense | $ 169,922 | $ 72,587 |
Unrecognized stock-based compensation expense | $ 787,907 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Aug. 08, 2019USD ($) | Apr. 04, 2019shares | Feb. 08, 2019USD ($) | Feb. 04, 2019USD ($) | Jan. 14, 2019USD ($) | Aug. 30, 2019USD ($) | Aug. 29, 2019USD ($)shares | Jun. 16, 2019USD ($)$ / sharesshares | Apr. 24, 2019USD ($)integer | Jan. 29, 2018$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Aug. 04, 2019USD ($) | Feb. 14, 2019USD ($) | Sep. 30, 2018USD ($)$ / shares | Jan. 01, 2018$ / shares |
Proceeds from issuance of common stock | $ 103,000 | $ 350,000 | ||||||||||||||
Convertible note payable | $ 2,083,787 | $ 1,678,265 | ||||||||||||||
Convertible debentures [Member] | ||||||||||||||||
Shares issued upon settlement/conversion of debt | shares | 11,595,000 | |||||||||||||||
Conversion price | $ / shares | $ 0.60 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Shares issued upon settlement/conversion of debt | shares | 4,918,580 | 1,142,892 | ||||||||||||||
Amount of debt converted | $ 2,805,008 | $ 765,050 | ||||||||||||||
Convertible Notes Payable [Member] | C3 Labs, LLC [Member] | ||||||||||||||||
Conversion price | $ / shares | $ 0.75 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Shares issued to settle debt issue costs | shares | 20,000 | |||||||||||||||
Common stock shares issued for services, shares | shares | 788,017 | |||||||||||||||
Common stock shares issued for services, value | $ 245,311 | |||||||||||||||
Subsequent Event [Member] | FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC [Member] | ||||||||||||||||
Promissory note | $ 220,000 | |||||||||||||||
Shares issuable upon settlement of debt | shares | 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Equity Raise with Warrants [Member] | ||||||||||||||||
Number of units sold | shares | 1,465,000 | |||||||||||||||
Description of units | each Unit consists of one share of EVIO common stock ("Stock") at a price of $0.40, and a share purchase warrant (each, a "Warrant") in the amount of one full Warrant per Unit. Each whole Warrant shall entitle the holder thereof to purchase one additional common share of the Offeror (each a "Warrant Share") at an exercise price of US $0.65 per Warrant Share for a period of 24 months after the closing of the Offering | |||||||||||||||
Capital raised with warrant in accordance with Regulation S under the United States Securities Act of 1933 | $ 586,000 | |||||||||||||||
Subsequent Event [Member] | Debenture Holders Offer [Member] | ||||||||||||||||
Conversion price | $ / shares | $ 0.60 | |||||||||||||||
Description of opportunity to lower conversion price | the Company offered current Debenture Holders a one-time opportunity to lower the Conversion Price of the Debenture to US$0.40 per share (the “Amended Conversion Price”); provided, however, that Investor agrees to defer interest under the Debenture until the Maturity Date identified in the Debenture, and further agrees to have any and all accrued and unpaid interest automatically converted into Common Shares of the Company at the Amended Conversion Price on the Maturity Date | |||||||||||||||
Debentures outstanding | $ 5,183,000 | |||||||||||||||
Outstanding debentures accepted the offer | 4,654,000 | |||||||||||||||
Outstanding debentures not accepted the offer | $ 529,000 | |||||||||||||||
Shares issuabe upon acceptance of offer | shares | 3,878,333 | |||||||||||||||
Subsequent Event [Member] | Equipment Financing [Member] | Sweet Leaf Capital [Member] | ||||||||||||||||
Term of lease | 30 months | |||||||||||||||
Number of payments | integer | 30 | |||||||||||||||
Capital cost of equiment financed | $ 467,837 | |||||||||||||||
Initial payment to be made under agreement | 67,459 | |||||||||||||||
Periodic payment of capital cost of equipment financed | $ 18,226 | |||||||||||||||
Subsequent Event [Member] | Officers and directors [Member] | ||||||||||||||||
Share issued for vesting of restricted stock grants, shares | shares | 12,500 | |||||||||||||||
Share issued for vesting of restricted stock grants, value | $ 6,624 | |||||||||||||||
Subsequent Event [Member] | Interest on notes payable [Member] | ||||||||||||||||
Shares issued upon settlement/conversion of debt | shares | 1,000,000 | |||||||||||||||
Amount of debt converted | $ 222,222 | |||||||||||||||
Subsequent Event [Member] | Principal on notes payable [Member] | ||||||||||||||||
Shares issued upon settlement/conversion of debt | shares | 99,255 | |||||||||||||||
Amount of debt converted | $ 30,000 | |||||||||||||||
Subsequent Event [Member] | Accounts Payable [Member] | ||||||||||||||||
Shares issued upon settlement/conversion of debt | shares | 31,579 | |||||||||||||||
Amount of debt converted | $ 15,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Third party fees | $ 6,250 | |||||||||||||||
Proceeds from issuance of convertible debt | $ 125,000 | $ 100,000 | ||||||||||||||
Maturity date | Feb. 4, 2020 | Jan. 14, 2020 | May 30, 2020 | May 29, 2020 | ||||||||||||
Terms of conversion feature | The convertible note payable carries interest at a rate of 8% per annum, is due on February 4, 2020 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | ||||||||||||
Convertible note payable | $ 131,250 | $ 110,000 | $ 199,203 | $ 131,250 | ||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||
Original issue discount | $ 10,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Issuance 2 [Member] | ||||||||||||||||
Third party fees | $ 1,575 | $ 10,000 | ||||||||||||||
Proceeds from issuance of convertible debt | $ 31,517 | $ 240,000 | ||||||||||||||
Terms of conversion feature | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | ||||||||||||||
Convertible note payable | $ 33,092 | $ 265,600 | ||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||
Original issue discount | $ 16,500 | |||||||||||||||
Due date | Aug. 8, 2020 | Feb. 4, 2020 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Issuance 1 [Member] | ||||||||||||||||
Third party fees | $ 1,575 | |||||||||||||||
Proceeds from issuance of convertible debt | $ 31,517 | |||||||||||||||
Terms of conversion feature | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 35% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | |||||||||||||||
Convertible note payable | $ 33,092 | |||||||||||||||
Interest rate | 8.00% | |||||||||||||||
Due date | Aug. 8, 2020 | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable - Exchanged Note [Member] | ||||||||||||||||
Terms of conversion feature | Convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 30% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days | |||||||||||||||
Convertible note payable | $ 580,536 | |||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Due date | Feb. 8, 2020 | |||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Shares issued upon conversion of convertible securities | shares | 437,500 | |||||||||||||||
Preferred stock, shares converted | shares | 175,000 | |||||||||||||||
Subsequent Event [Member] | Cash [Member] | ||||||||||||||||
Common stock shares issued for cash | shares | 1,215,000 | |||||||||||||||
Proceeds from issuance of common stock | $ 485,879 |