Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | May 09, 2020 | Mar. 31, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | EVIO, INC. | ||
Entity Central Index Key | 0000715788 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,621,047 | ||
Entity Common Stock, Shares Outstanding | 85,842,473 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Current assets | ||
Cash | $ 110,325 | $ 81,736 |
Accounts receivable, net of allowance of $215,933 and $414,475 | 133,022 | 234,178 |
Prepaid expenses | 190,460 | 45,940 |
Other current assets | 9,689 | 146,816 |
Note receivable, current portion | 538,904 | 100,000 |
Total current assets | 982,400 | 608,670 |
Right of use assets | 2,543,976 | |
Capital assets, net of accumulated depreciation of $422,570 and $123,854, respectively | 1,383,828 | 411,241 |
Assets not in service | 455,540 | |
Land | 212,550 | 212,550 |
Property and equipment, net of accumulated depreciation of $1,089,403 and $520,437, respectively | 3,080,425 | 3,525,772 |
Security deposits | 178,918 | 159,632 |
Note receivable, net of current portion | 1,200,000 | |
Prepaid expenses, net of current portion | 4,061 | 63,582 |
Intangible assets, net of accumulated amortization of $1,977,660 and $318,816 | 1,680,569 | |
Goodwill | 6,037,404 | |
Total assets | 8,386,159 | 14,354,960 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,811,237 | 1,546,617 |
Client deposits | 108,418 | 363,211 |
Interest payable | 1,387,642 | 416,459 |
Capital lease obligation, current | 957,673 | 677,030 |
Derivative liability | 2,545,735 | 1,181,278 |
Convertible notes payable, net of discounts of $716,714 and $753,557, respectively | 3,695,484 | 1,678,265 |
Loans payable, current, net of discounts of $0 and $119,000, respectively | 762,476 | 643,927 |
Loans payable, related party, current | ||
Total current liabilities | 13,268,665 | 6,506,787 |
Convertible debentures payable, net of discounts of $3,448,110 and $4,043,836, respectively | 1,734,890 | 1,153,164 |
Lease Liabilities | 2,594,726 | |
Capital lease obligation, net of current portion | 381,786 | 148,433 |
Loans payable, net of current portion | 657,603 | 1,193,781 |
Convertible loans payable, related party, net of current portion, net of discounts of $0 and $23,737, respectively | 61,263 | |
Loans payable, related party, net of current portion, net of discounts of $26,563 and $51,971, respectively | 1,560,849 | 1,348,793 |
Total liabilities | 20,198,519 | 10,412,221 |
Stockholders' equity | ||
Common Stock, Par Value $0.0001, 1,000,000,000 authorized; 29,314,419 and 23,255,411 issued and outstanding at September 30, 2019 and 2018, respectively | 2,931 | 2,326 |
Additional Paid In Capital | 26,498,076 | 21,495,621 |
Other Comprehensive Income | (353,090) | (263,985) |
Accumulated Deficit | (37,775,183) | (19,226,462) |
Total stockholders' equity | (11,626,682) | 2,008,105 |
Non-controlling interest | (185,678) | 1,934,634 |
Total equity | (11,812,360) | 3,942,739 |
Total liabilities and stockholders' equity | 8,386,159 | 14,354,960 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 500 | 500 |
Total stockholders' equity | 500 | 500 |
Total equity | 500 | 500 |
Series C Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 50 | 50 |
Total stockholders' equity | 50 | 50 |
Total equity | 50 | 50 |
Series D Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock | 34 | 55 |
Total stockholders' equity | 34 | 55 |
Total equity | $ 34 | $ 55 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Allowance for accounts receivable | $ 215,933 | $ 414,475 |
Accumulated depreciation of capital assets | 422,570 | 123,854 |
Accumulated depreciation of property and equipment | 1,089,403 | 520,437 |
Accumulated amortization of intangible assets | 1,977,660 | 318,816 |
Discounts on convertible notes payable | 716,714 | 753,557 |
Discounts on loans payable | 0 | 119,000 |
Discounts on convertible debentures | 3,448,110 | 4,043,836 |
Discounts on convertible loans payable, related party | 0 | 23,737 |
Discounts on loans payable related party | $ 26,563 | $ 51,971 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 29,314,419 | 23,255,411 |
Common stock, shares outstanding | 29,314,419 | 23,255,411 |
Series B Preferred Stock [Member] | ||
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 Preferred Stock [Member] | ||
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 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 339,500 | 552,500 |
Preferred stock, shares outstanding | 339,500 | 552,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||
Total revenue | $ 3,789,815 | $ 3,365,525 |
Cost of revenue | ||
Depreciation and amortization | 1,231,247 | 521,992 |
Total cost of revenue | 4,725,855 | 3,837,288 |
Gross margin | (936,040) | (471,763) |
Operating expenses | ||
Selling, general and administrative | 6,155,187 | 7,501,788 |
Depreciation and amortization | 234,477 | 202,873 |
Total operating expenses | 6,389,664 | 7,704,661 |
Loss from operations | (7,325,704) | (8,176,424) |
Other income (expense) | ||
Interest expense, net of interest income | (5,663,242) | (4,870,103) |
Other income | (49,695) | 7,246 |
Loss on settlement of debt and account payable | (56,093) | |
Impairment loss | (7,255,724) | (1,396,319) |
Gain (loss) on change in fair market value of derivative liabilities | (366,974) | 2,555,350 |
Total other income (expense) | (13,335,635) | (3,759,919) |
Income (loss) before income taxes | (20,661,339) | (11,936,343) |
Provision for income taxes (benefit) | 7,694 | |
Net loss | (20,669,033) | (11,936,343) |
Gain (loss) attributable to non-controlling interest | (2,120,312) | (302,252) |
Net loss attributable to EVIO, Inc. | $ (18,548,721) | $ (11,634,091) |
Basic and diluted loss per common share | $ (0.69) | $ (0.70) |
Weighted average common shares outstanding | 26,887,932 | 16,548,473 |
Testing Revenue [Member] | ||
Revenues | ||
Total revenue | $ 3,786,815 | $ 3,188,693 |
Cost of revenue | ||
Cost of revenue for services | 3,494,608 | 3,125,171 |
Consulting Revenue [Member] | ||
Revenues | ||
Total revenue | 3,000 | 176,832 |
Cost of revenue | ||
Cost of revenue for services | $ 190,125 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Consolidated Statements Of Comprehensive Income | ||
Net loss | $ (20,669,033) | $ (11,936,343) |
Other comprehensive income | ||
Foreign currency translation adjustment | (89,105) | |
Comprehensive loss | $ (20,758,138) | $ (11,936,343) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Stock Subscriptions Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning Balance at Sep. 30, 2017 | $ 500 | $ 50 | $ 83 | $ 1,073 | $ 7,657,982 | $ (7,592,371) | $ 67,317 | $ 158,124 | $ 225,441 | ||
Beginning Balance, shares at Sep. 30, 2017 | 5,000,000 | 500,000 | 832,500 | 10,732,922 | |||||||
Net income (loss) | (11,634,091) | (11,634,091) | (302,252) | (11,936,343) | |||||||
Change in foreign currency translation | (263,985) | (263,985) | |||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock | $ (28) | $ 70 | (42) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (280,000) | 700,000 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 256 | 2,041,246 | 2,041,502 | 2,041,502 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 2,561,392 | ||||||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants | $ 1 | 1,999 | 2,000 | 2,000 | |||||||
Issuance of common stock in connection with the exercise of common stock purchase warrants, shares | 13,333 | ||||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 48 | 2,532,000 | 2,532,048 | 2,532,048 | |||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 478,500 | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services provided | $ 30 | 278,758 | 278,788 | 278,788 | |||||||
Issuance of common stock in exchange for consulting, professional and other services provided, shares | 301,250 | ||||||||||
Issuance of common stock in satisfaction of debt issuances costs | $ 67 | 1,414,840 | 1,414,907 | 1,414,907 | |||||||
Issuance of common stock in satisfaction of debt issuances costs, shares | 670,271 | ||||||||||
Issuance of common stock in connection with the settlement of accounts payable | $ 4 | 18,746 | 18,750 | 18,750 | |||||||
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 notes payable | $ 32 | 161,968 | 162,000 | 162,000 | |||||||
Issuance of common stock in connection with the settlement of notes payable, shares | 324,000 | ||||||||||
Issuance of common stock in connection with the conversion of loans payable | $ 480 | 2,755,019 | 2,755,499 | 2,755,499 | |||||||
Issuance of common stock in connection with the conversion of loans payable, shares | 4,790,693 | ||||||||||
Issuance of common stock in connection with the conversion of debentures | $ 231 | 1,385,769 | 1,386,000 | 1,386,000 | |||||||
Issuance of common stock in connection with the conversion of debentures, shares | 2,309,997 | ||||||||||
Issuance of common stock in connection with the conversion of related party notes payable | $ 13 | 62,488 | 62,501 | 62,501 | |||||||
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 interest payable | $ 21 | 114,771 | 114,792 | 114,792 | |||||||
Issuance of common stock in connection with the conversion of interest payable, shares | 210,553 | ||||||||||
Reclassification of derivative liability to additional paid-in capital | 2,342,112 | 2,342,112 | 2,342,112 | ||||||||
Recognition of beneficial conversion features related to convertible debt instruments | 727,965 | 727,965 | 727,965 | ||||||||
Acquisition of equity interests in subsidiaries | 2,078,762 | 2,078,762 | |||||||||
Ending Balance at Sep. 30, 2018 | $ 500 | $ 50 | $ 55 | $ 2,326 | 21,495,621 | (19,226,462) | (263,985) | 2,008,105 | 1,934,634 | 3,942,739 | |
Ending Balance, shares at Sep. 30, 2018 | 5,000,000 | 500,000 | 552,500 | 23,255,411 | |||||||
Net income (loss) | (18,548,721) | (18,548,721) | (2,120,312) | (20,669,033) | |||||||
Change in foreign currency translation | (89,105) | (89,105) | (89,105) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock | $ (21) | $ 53 | (32) | ||||||||
Issuance of common stock in connection with the conversion of Series D preferred stock, shares | (213,000) | 532,500 | |||||||||
Issuance of common stock in connection with sales made under private offerings | $ 141 | 585,859 | 586,000 | 586,000 | |||||||
Issuance of common stock in connection with sales made under private offerings, shares | 1,415,000 | ||||||||||
Issuance of common stock as compensation to employees, officers and/or directors | $ 29 | 397,951 | 397,980 | 397,980 | |||||||
Issuance of common stock as compensation to employees, officers and/or directors, shares | 287,500 | ||||||||||
Issuance of common stock in exchange for consulting, professional and other services provided | $ 104 | 336,787 | 336,891 | 336,891 | |||||||
Issuance of common stock in exchange for consulting, professional and other services provided, shares | 1,038,017 | ||||||||||
Issuance of common stock in connection with the settlement of accounts payable | $ 3 | 14,997 | 15,000 | 15,000 | |||||||
Issuance of common stock in connection with the settlement of accounts payable, shares | 31,579 | ||||||||||
Issuance of common stock in connection with the conversion of loans payable | $ 205 | 686,995 | 687,200 | 687,200 | |||||||
Issuance of common stock in connection with the conversion of loans payable, shares | 2,054,887 | ||||||||||
Issuance of common stock in connection with the conversion of debentures | $ 67 | 387,933 | 388,000 | 388,000 | |||||||
Issuance of common stock in connection with the conversion of debentures, shares | 669,362 | ||||||||||
Issuance of common stock in connection with the conversion of related party notes payable | $ 1 | 25,109 | 25,110 | 25,110 | |||||||
Issuance of common stock in connection with the conversion of related party notes payable, shares | 10,163 | ||||||||||
Issuance of common stock purchase warrants in satisfaction of debt issuances costs | $ 2 | 11,758 | 11,760 | 11,760 | |||||||
Issuance of common stock purchase warrants in satisfaction of debt issuances costs, shares | 20,000 | ||||||||||
Recognition of beneficial conversion features related to convertible debt instruments | 1,844,834 | 1,844,834 | 1,844,834 | ||||||||
Stock based compensation related to employee stock options | 710,264 | 710,264 | 710,264 | ||||||||
Ending Balance at Sep. 30, 2019 | $ 500 | $ 50 | $ 34 | $ 2,931 | $ 26,498,076 | $ (37,775,183) | $ (353,090) | $ (11,626,682) | $ (185,678) | $ (11,812,360) | |
Ending Balance, shares at Sep. 30, 2019 | 5,000,000 | 500,000 | 339,500 | 29,314,419 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (20,669,033) | $ (11,936,343) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of Debt Discount | 3,713,299 | 4,359,074 |
Common stock issued in exchange for fees and services | 348,651 | |
Default penalties and other covenant adjustments on convertible debentures | 491,896 | |
Deferred Taxes | ||
Depreciation and amortization expense | 1,465,724 | 724,865 |
Impairment of goodwill and intangible assets | 7,255,724 | 1,367,813 |
Loss on disposal of assets | 64,095 | |
Loss on settlement of accounts payable | ||
Loss on settlement of debt | 63,651 | 52,343 |
Provision for doubtful accounts | 1,422,708 | 309,116 |
Stock based compensation | 1,108,244 | 2,810,836 |
(Gain) loss on derivative liability | 366,974 | (2,555,350) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,322,212) | (252,771) |
Prepaid expenses | (85,000) | 64,871 |
Other current asset | 137,128 | (245,885) |
Security deposits | (19,254) | 112,892 |
Accounts payable and accrued liabilities | 2,280,801 | 387,204 |
Interest payable | 1,073,867 | 399,710 |
Operating lease right of use assets | 50,750 | |
Customer deposits and deferred revenue | (254,667) | 23,980 |
Net cash used in operating activities | (2,506,654) | (4,377,645) |
Cash flows from investing activities | ||
Note Receivable | 761,096 | |
Net cash paid in acquisitions of subsidiaries | (2,825,889) | |
Purchase of equipment | (407,865) | (1,395,450) |
Net cash used in investing activities | 353,231 | (4,221,339) |
Cash flows from financing activities | ||
Repayments of capital leases | (305,781) | (199,568) |
Proceeds from issuance of convertible debenture | 374,000 | 6,136,120 |
Proceeds from exercise of common stock warrants | 2,000 | |
Proceeds from issuance of common stock | 586,000 | 2,041,501 |
Proceeds from convertible notes, net of original issue discounts and fees | 1,270,435 | 2,163,750 |
Payment on loan payable | (36,629) | (1,114,331) |
Proceeds from related party advances | 410,841 | 155,066 |
Payments on notes payable - related party | (112,277) | (449,800) |
Net cash provided by financing activities | 2,186,589 | 8,734,738 |
Effect of foreign currency translation adjustment | (4,576) | (175,031) |
Net cash increase for period | 28,590 | (39,277) |
Cash balance, beginning of period | 81,736 | 121,013 |
Cash balance, end of period | 110,325 | 81,736 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 67,370 | 230,424 |
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible note and accrued interest into common stock | 1,100,310 | 4,256,291 |
Reclassification of derivative liability to additional paid in capital | 0 | 2,342,112 |
Settlement of account payable for common stock | 15,000 | 18,750 |
Common stock issued for settlement of note payable | 0 | 162,000 |
Common stock issued for settlement of related party note payable | 0 | 62,500 |
Conversion of Series D Preferred stock to common stock | 0 | 70 |
Debt discount recorded on convertible notes and debentures payable upon initial measurement of derivative liability | 997,483 | 6,318,324 |
Debt discounts recorded for original issue discounts on convertible debentures | 0 | 599,052 |
Debt discounts recorded for beneficial conversion features on convertible debentures and notes payable | 1,844,834 | |
Acquisition of C3 Labs through issuance of note payable and convertible note payable | 0 | 600,000 |
Sale and assumption of note payable and accrued interest | 577,588 | |
Equipment financed through capital leases | $ 829,273 | $ 466,195 |
Organization and Nature of Acti
Organization and Nature of Activities | 12 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Activities | NOTE 1 – ORGANIZATION AND NATURE OF ACTIVITIES EVIO, Inc., a Colorado corporation and its subsidiaries provide analytical testing and advisory services to the emerging legalized cannabis industry. EVIO, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979, the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and assumed its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. then to EVIO, INC. in August 2018. The Company has selected September 30 as its fiscal year end. The Company is domiciled in the State of Colorado, and its corporate headquarters are located in Henderson, Nevada. As a part of and prior to the consummation of the reverse merger, William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc., purchased 80% of the issued and outstanding common stock from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Immediately after the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014 and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. On January 29, 2015, the company filed an 8-K stating it entered into a material agreement and was no longer a shell company. After the reverse merger, Signal Bay Research, Inc. continues to operate as a wholly owned subsidiary providing compliance, research and advisory services for Signal Bay, Inc. Signal Bay Services was formed on January 25, 2015, as the management services division of EVIO. On September 17, 2015, EVIO entered into a share exchange agreement with CR Labs, Inc., an Oregon Corporation, pursuant to which the Company acquired 80% of the outstanding common stock of CR Labs, Inc. EVIO Inc. was formed on April 4, 2016 to become the holding company for all laboratory operations. EVIO Labs Eugene was formed on May 23, 2016, as a wholly owned subsidiary of EVIO Inc. Subsequently on May 24, 2016, EVIO Labs Eugene acquired all of the assets of Oregon Analytical Services, LLC, inclusive of client lists, equipment, trade names and personnel. On June 1, 2016, EVIO Inc. entered into a share purchase agreement to purchase 80% of the outstanding common stock of Smith Scientific Industries, Inc. d/b/a Kenevir Research in Medford, OR. On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of GreenHaus Analytical Labs, LLC. On October 26, 2016, the Company entered into an Asset Purchase Agreement with Green Style Consulting, LLC which was closed on November 1, 2016. The Company entered into a Membership Interest Purchase Agreement with Viridis Analytics MA, LLC which was closed on August 1, 2018. On December 29, 2018, the Company entered into a Membership Purchase Agreement to purchase 60% of the outstanding shares of C3 Labs, LLC which closed On January 1, 2019. On June 27, 2018, Greenhaus Analytical Labs LLC, a wholly-owned subsidiary of EVIO, Inc. entered into a Purchase and Sale Agreement with Michael G. Myers for the property located at 14775 SW 74 th On June 27, 2018, Greenhaus Analytical Labs, LLC, a wholly-owned subsidiary of EVIO, Inc., entered into an Asset Purchase Agreement with MRX Labs LLC which closed on July 5, 2019. On April 29, 2018, the Company entered into an Asset Purchase Agreement with Leaf Detective, LLC which was closed on the same date. On May 2, 2018, the Company entered into a Stock Purchase Agreement with Keystone, Labs, Inc. to purchase 50% of the outstanding shares of Keystone Labs which was closed on the same date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation A summary of significant accounting policies of EVIO, INC. (the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation.” Cash and Cash Equivalents All cash is maintained with major financial institutions. Deposits may exceed the amount of insurance provided on such deposits. For the purposes of the cash flows, the Company considers all short-term debt securities purchased with original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2019 or 2018. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at their original invoice amounts. We regularly review collectability and establish an allowance for uncollectible amounts as necessary based on our experience with historical collectability. Management recognized an allowance for uncollectible amounts, of $215,933 and $414,475 for 2019 and 2018, respectively. Notes Receivable The Company accounts investments for notes receivable in accordance with ASC 320. On September 6, 2017, the Company entered in a note receivable with an unrelated entity for $1,300,000. The note is due on September 6, 2024 and carries interest at a rate of 8% per annum. The note requires minimum principal payments of $100,000 plus accrued interest on each anniversary date with the unpaid principal and interest being due on September 6, 2024. The note was purchased in May 2019, by an unrelated third party. The balance on the purchased note as of September 30, 2019 was $538,904. The Company evaluated the collectability of the note receivable as of September 30, 2019 and determined the full balance is collectible and no reserve for write off was recorded. Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment tests are conducted at the beginning of the fourth quarter. We use a two-step process to quantitatively evaluate goodwill for impairment. In the first step, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, we complete a second step to determine the amount of the goodwill impairment that we should record. In the second step, we determine an implied fair value of the reporting unit’s goodwill by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). We compare the resulting implied fair value of the goodwill to the carrying amount and record an impairment charge for the difference. We test individual indefinite-lived intangible assets by comparing the estimated fair value with the book values of each asset. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized on a straight-line basis over their estimated useful lives unless the estimated useful life is determined to be indefinite. The Company’s intangible assets consist of client lists (amortized over five years), assembled workforce (amortized over five years), websites and domain names (amortized over 15 years) and testing licenses (amortized over 5 years). The Company performed its annual fair value assessment at September 30, 2019, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that carrying value of its goodwill and Intangible assets on our financial statements exceeds its fair value. As such, the Company recorded an impairment charge to its goodwill of $7,255,724. The impairment charge included $1,569,911 for Greenhaus Analytical Labs, $477,900 for EVIO Labs Humboldt, $3,264,623 for Keystone Labs, $784,814 for EVIO Labs Berkeley, $441,903 for Smith Scientific, and $643,729 for EVIO Labs MA due to changing outlook of market conditions. Business Combinations. ● Contingent consideration is recorded at fair value as an element of purchase price with subsequent adjustments recognized in operations. ● Subsequent decreases in valuation allowances on acquired deferred tax assets are recognized in operations after the measurement period. ● Upon gaining control of an entity in which an equity method or cost basis investment was held, the carrying value of that investment is adjusted to fair value with the related gain or loss recorded in earnings. Reclassification Certain amounts in the 2018 financial statements have been reclassified to conform to the 2019 financial presentation. These reclassifications have no impact on net loss. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions may have a material impact on the financial condition and results of operations of the Company during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Revenue Recognition In 2019 the Company recognizes revenue under 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 cannabis products for both medicinal and recreational 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 goods or 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 product or 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 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. The Company generated revenues of $3,789,815 and $3,365,525 during the years ended September 30, 2019 and 2018. Cost of Revenue Recognition The Company recognizes all costs incurred that are directly related to revenue generating activities as a cost of revenue. These costs include salaries and payroll taxes associated with lab employees, rent and utilities on lab facilities, repairs and maintenance to facilities and equipment, depreciation of lab equipment and outsourced professional services utilized for consulting engagements. Cost of revenues totaled $4,725,855 and $3,837,288 during the years ended September 30, 2019 and 2018, respectively. Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the cost of stock-based compensation arrangements based on the grant-date fair value and recognizes the cost in the financial statements at the time goods are received or over the period during which employees and non-employees are required to provide services. If the Company cannot estimate reliably the fair value of the goods and services received, the Company shall measure their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Stock-based compensation arrangements may include stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. The Company utilizes the Black-Scholes simulation model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of the Company’s stock price over a period equal to or greater than the expected life of the options. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. Capital 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 $2,543,976, net of accumulated amortization, and a corresponding lease liability of $2,594,726. 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 September 30, 2019, are as follows: Year ended September 30, Operating Leases Financing Leases 2019 782,138 $ 311,592 2020 970,425 433,087 2021 697,436 514,152 2022 549,390 183,020 2023 347,475 206,674 Thereafter 27,911 5,022 Total lease payments 3,374,775 1,653,547 Less: Payments Made (780,049 ) (314,088 ) Total Lease Liabilities $ 2,594,726 $ 1,339,459 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 September 30, 2019, 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. No individual client represents greater than 10% of the annual revenue. As of September 30, 2019, the Company had total accounts receivable, net of allowances, of $133,022. Five separate clients comprised a total of 41% of this balance as follows: Balance Percent of Total Customer 1 $ 48,606 14 % Customer 2 33,572 10 % Customer 3 20,336 6 % Customer 4 20,321 6 % Customer 5 20,208 6 % All others 246,456 59 % Total 348,955 100 % Allowance for doubtful accounts (215,933 ) Net accounts receivable $ 133,022 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 Impairment of Long-Lived Assets The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows. The Company performed its annual fair value assessment at September 30, 2019, on its subsidiaries with material long-lived asset amounts on their respective balance sheets and determined that no impairment exists. 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. 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 free-standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes 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 September 30, 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 2,545,735 $ 2,545,735 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 Non-Controlling Interest The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders’ deficit section, separately from the Company’s stockholders’ deficit. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Basic Earnings (Loss) Per Share The Company computes net income (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, “ Earnings per Share Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business, Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) Compensation - Stock Compensation Revenue from Contracts with Customers In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. Under the final rule Company’s must now analyze changes in stockholders’ equity in the form of a reconciliation, for the current and comparative year-to-date, with subtotals for each interim period. 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS Completed During the Year Ended September 30, 2019 Not Applicable Completed During the Year Ended September 30, 2018 C3 Labs, LLC On January 1, 2018, the Company completed its acquisition of C3 Labs, LLC (“C3 Labs”). In consideration of a 60% ownership, the Company issued a $500,000 convertible note payable which carries no interest and matures on June 30, 2018. Upon maturation, the note will convert to common stock of the Company at $0.75 per share. Additionally, the Company issued a $100,000 note payable due on March 31, 2018 which bears no interest. The Company has been granted two options to purchase additional interest of C3 Labs subject to the following terms and conditions. (a) 30% Option. Effective as of Closing and terminating the date three (3) years from the Closing Date, the C3 Members hereby collectively grant EVIO the right to ratably purchase from the C3 Members an aggregate of 30% of the Interests in C3 LABS following the issuance of 60% of the Interests to EVIO. EVIO may exercise its option by providing C3 LABS and the C3 Members written notice of its intent to exercise the option. The C3 Members shall have three (3) days following the date of such notice to execute assignments of Interests totaling 30% of the then outstanding membership interests in C3 LABS in favor of EVIO California. If EVIO should elect to exercise its option within nine (9) months from the Closing Date, the exercise price for the 30% of Interests shall be $450,000.00, to be paid in cash or EVIO’s common stock, as agreed by the C3 Members. If EVIO does not exercise the option within nine (9) months from the Closing Date, the exercise price shall be set by mutual agreement between the parties or, if no such agreement can be reached, as determined by an independent third-party valuation by an appraiser agreed to by the parties. In August 2018, the company exercised its option to increase its ownership to 90%. (b) 10% Option. Effective as of three (3) years after the Closing Date and terminating the date twenty four (24) months therefrom, the C3 Members hereby collectively grant EVIO the right to ratably purchase from the C3 Members an aggregate of 10% of the then outstanding Interests in C3 LABS (comprising the remaining Interests not owned by EVIO). EVIO may exercise its option by providing C3 LABS and the C3 Members written notice of its intent to exercise the option. The C3 Members shall have three (3) days following the date of such notice to execute assignments of Interests totaling 10% of the then outstanding membership interests in C3 LABS in favor of EVIO. Upon notice of its intent to exercise the option granted hereby, the exercise price shall be set by mutual agreement between the parties or, if no such agreement can be reached, as determined by an independent third-party valuation by an appraiser agreed to by the parties. The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, security deposits, customer lists, certain testing licenses, equipment and non-compete agreements) and liabilities assumed (accounts payable and deferred rent payable) at fair value as of the acquisition date. The cash, accounts receivable, security deposits, accounts payable and deferred rent payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of the equipment to be historical net book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company issued a $100,000 promissory note and a $500,000 convertible promissory note for total consideration of $600,000 in exchange for a 60% interest. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED Cash $ 20,468 Accounts receivable 5,110 Other current assets 3,461 Security deposits 20,000 Equipment 244,875 License 247,000 Customer list 112,000 Non-compete agreement 88,000 Goodwill 291,697 TOTAL ASSETS ACQUIRED $ 1,032,611 LIABILITIES ASSUMED Accounts payable 4,314 Deferred rent 28,297 TOTAL LIABILITIES ASSUMED 32,611 Non-controlling interest (400,000 ) NET ASSETS ACQUIRED $ 600,000 The license and customer list will be amortized over 7 years and non-compete agreement over 5 years Keystone Labs On May 2, 2018, EVIO Canada, Inc, (“EVIO Canada”), a wholly-owned subsidiary of the Company consummated certain agreements to acquire a 50% interest of Keystone Labs, Inc. (“Keystone”) for $2,495,000 Canadian Dollars in cash. The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, prepaid expenses and other current assets, websites, customer lists, certain testing licenses, equipment, non-compete agreements and other intellectual property) and liabilities assumed (accounts payable, capital lease obligations, deferred revenue and related party payables) at fair value as of the acquisition date. The cash, accounts receivable, prepaid expenses and other current assets, accounts payable, related party payables and deferred revenues were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of the equipment to be historical net book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company paid a total of $2,495,000 Canadian Dollars which equated to $1,962,095 US Dollars in exchange for a 50% interest. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED Cash $ 371,278 Accounts receivable 65,815 Prepaid expenses and other current assets 38,415 Equipment 40,774 Intellectual property 334,719 Websites and domain names 18,299 Customer list 521,539 Non-compete agreement 97,302 Goodwill 2,716,027 TOTAL ASSETS ACQUIRED $ 4,204,167 LIABILITIES ASSUMED Accounts payable 108,207 Capital lease obligation 12,826 Related party payables 153,755 Deferred revenue 5,189 TOTAL LIABILITIES ASSUMED 279,977 Non-controlling interest (1,962,095 ) NET ASSETS ACQUIRED $ 1,962,095 MRX Labs On July 5, 2018, the Company acquired the assets of MRX Labs for $2,705,000. $750,000. The note carries interest at 8% annually and is due on January 5, 2019. The acquisition included purchase of the property in Tigard, OR valued at $1,150,000 for the land and building, property, plant and equipment valued at $721,000; customer contracts and relationships for $50,750, and goodwill valued at $718,000. ASSETS ACQUIRED LAND $ 212,550 BUILDING 937,450 PROPERTY PLANT AND EQUIPMENT 721,000 CUSTOMER CONTRACTS/RELATIONSHIPS 65,250 ASSEMBLED WORKFORCE 50,750 GOODWILL 718,000 TOTAL ASSETS ACQUIRED $ 2,705,000 LIABILITIES ASSUMED 174,000 NET ASSETS ACQUIRED FROM MRX $ 2,531,000 In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma to present a summary of the combined results of the Company’s consolidated operations with all acquisitions. as if the acquisitions had been completed as of the beginning of the reporting period. Adjustments were made to eliminate any inter-company transactions in the periods presented. EVIO, INC. UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS Year ended September 30, 2018 2017 Revenues Testing services $ 3,576,919 $ 3,499,135 Consulting services 176,832 347,044 Total revenue 3,753,751 3,846,179 Cost of revenue Testing services 3,301,016 3,089,092 Consulting services 190,125 115,387 Depreciation and amortization 529,732 145,203 Total cost of revenue 4,020,873 3,349,681 Gross margin (267,122 ) 496,498 Operating expenses Selling, general and administrative 7,766,313 3,396,397 Depreciation and amortization 202,873 222,714 Total operating expenses 7,969,186 3,619,111 Loss from operations (8,236,308 ) (3,122,614 ) Other income (expense) Interest expense, net of interest income (4,872,084 ) (1,011,259 ) Other income 7,246 (22,170 ) Loss on settlement of debt and account payable (56,093 ) - Impairment loss (1,396,319 ) (200,000 ) Gain (loss) on change in fair market value of derivative liabilities 2,555,350 (285,887 ) Total other income (expense) (3,761,900 ) (1,519,316 ) Net loss $ (11,998,208 ) $ (4,641,930 ) |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 – GOING CONCERN The Company’s consolidated 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 a source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 September 30, 2019 and 2018 consist of: 2019 2018 Customer list $ 854,014 $ 865,672 License 503,000 503,000 Favorable lease 3,100 3,100 Website 49,516 49,690 Non-Compete 182,388 184,563 Assembled Workforce 50,750 50,750 Intellectual Property 334,893 342,610 Total 1,977,661 1,999,385 Accumulated amortization (1,977,661 ) (318,815 ) Net value $ - $ 1,680,570 The Company has fully amortized the intangible assets during the fiscal year ended September 30, 2020, and no future amortization is to calculated. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT The Company’s property and equipment consisted of the following as of September 30, 2019 and 2018: 2019 2018 Assets Not-In-Service $ - $ 455,540 Capital Assets 1,800,347 535,095 Land 212,550 212,550 Buildings & Real Estate 941,857 937,450 Furniture and Equipment 152,933 189,459 Laboratory Equipment 2,188,828 2,468,141 Software 78,996 63,913 Leasehold Improvements 697,333 303,331 Vehicles 83,915 83,915 Total 6,188,777 5,249,394 Accumulated depreciation (1,511,973 ) (644,291 ) Net value $ 4,676,804 $ 4,605,103 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS During the years ended September 30, 2019 and 2018, the Company received loans from its Chief Operating Officer totaling $194,820 and $0 and made repayments totaling $1,040 and $0, respectively. There was $193,780 and $0 due as of September 30, 2019 and 2018, respectively and are included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. The loans carry a 0% interest rate and are due on demand. During the years ended September 30, 2019 and 2018, the Company received loans from its Chief Executive Officer totaling $75,000 and $0 and made repayments totaling $19,200 and $0, respectively. There was $55,800 and $0 due as of September 30, 2019 and 2018, respectively and are included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties. The loans carry a 0% interest rate and are due on demand. During the years ended September 30, 2019 and 2018 the Company made payments to Sara Lausmann, associated with the asset purchase of Oregon Analytical Services, LLC, totaling $12,000 and $97,500, respectively. There was $568,299 and $580,299 of principal due as of September 30, 2019 and 2018, respectively. The note carries interest at a rate of 5% per annum and had accrued interest totaling $107,899 and $79,295 due as of September 30, 2019 and 2018, respectively. During the years ended September 30, 2019 and 2018 the Company made payments to Anthony Smith, our Chief Science Officer, associated with the purchase of 80% of Smith Scientific Industries, totaling $55,090 and $25,000, respectively. There was $180,910 and $236,000 of principal due as of September 30, 2019 and 2018, respectively. The note carries interest at a rate of 5% per annum and had accrued interest totaling $41,600 and $30,960 due as of September 30, 2019 and 2018, respectively. During the years ended September 30, 2019 and 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 $3,859 and $52,000, respectively. There was $113,554 and $117,412 of principal due as of September 30, 2019 and 2018, respectively. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly. During the years ended September 30, 2019 and 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. During the quarter ending September 30, 2019, a third party purchased $170,000 of the note from Henry Grimmett, refer to Note 10, Convertible Notes; Noteholder 14. There was $170,000 and $340,000 of principal due as of September 30, 2019 and 2018, respectively. Unamortized debt discount of $26,563 and $51,971 as of September 30, 2019 and 2018, respectively and $59,412 and $39,905 of accrued interest due as of September 30, 2019 and 2018, respectively. During the years ended September 30, 2019 and 2018, the Company received loans from a related party associate with Keystone Labs totaling $191,515 and $171,425 and made repayments totaling $9,034 of $18,733. There was $354,050 and $153,17 due as of September 30, 2019 and 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 | 12 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 – STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock The Company designated 1,850,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series A Preferred shall have no liquidation preference over any other class of stock. Except as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of any corporate action. Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 4.9% of the Common Stock. For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares. At the expiration of the antidilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate equal to 4.9% on the Common Stock. For example, if on the date of expiration of the antidilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 13.24 common shares for each 1 Series Preferred Share. The Company has evaluated the Series A Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The Company has evaluated the Series A Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. The Company has 0 shares of Series A Convertible Stock issued and outstanding as of September 30, 2019 and 2018. 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. Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series B Preferred shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to one Common Share. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into one (1) fully paid and nonassessable shares of Common Stock. The Company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The Company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. The Company has 5,000,000 shares of Series B Convertible Stock issued and outstanding as of September 30, 2019 and 2018. 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. Initially, there will be no dividends due or payable on the Series C Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series C Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. In any liquidation, dissolution, or winding up of the Corporation, the holders of the Series C Preferred Stock shall be entitled to receive (a) in preference to the holders of the Common Stock (b) on a pari passu basis to any sum that the holders of the Series B Preferred Stock shall be entitled to receive, but (c) subordinate in preference to any sum that the holders of any shares of any other series of the Corporation’s Preferred Stock shall be entitled, an amount equal to $1 per share (subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization). After payment of such sums, (i) the holders of the Series A Preferred Stock and (ii) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of the Series A Preferred Stock into Common Stock at the then- current Conversion Rate. Each holder of outstanding shares of Series C Preferred Stock shall be entitled to the number of votes equal to five (5) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series C Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series C Preferred Stock into five (5) fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. In the event of a forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split. The Company has evaluated the Series C Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The Company has evaluated the Series C Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. There were 500,000 shares of Series C Convertible Stock issued and outstanding as of September 30, 2019 and 2018. 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. Initially, there will be no dividends due or payable on the Series D Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series D Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. As originally issued, in any liquidation, dissolution, or winding up of the Corporation, the holders of the Series D Preferred Stock shall be entitled to receive (a) in preference to the holders of the Common Stock (b) on a pari passu basis to any sum that the holders of the Series B Preferred Stock shall be entitled to receive, but (c) subordinate in preference to any sum that the holders of any shares of any other series of the Corporation’s Preferred Stock shall be entitled, an amount equal to $1 per share (subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization). After payment of such sums, (i) the holders of the Series A Preferred Stock and (ii) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of the Series A Preferred Stock into Common Stock at the then- current Conversion Rate. On July 31, 2018, the Company amended its articles of incorporation such that the Series D Preferred Stock shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series D Preferred Stock shall be entitled to the number of votes equal to two hundred fifty (250) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series D Preferred Stock into 2.5 fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 500 shares of Common Stock. In the event of a forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split. The Company has evaluated the Series D Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The Company has evaluated the Series D Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted. During the Year Ended September 30, 2019, the Company received conversion notices from Series D Preferred Stockholders resulting in a total of 532,500 shares of common stock being issued for the conversion of 213,000 shares of Series D Preferred Stock. During the Year Ended September, 2018, the Company received conversion notices from Series D Preferred Stockholders resulting in a total of 700,000 shares of common stock being issued for the conversion of 280,000 shares of Series D Preferred Stock. There were 339,500 and 552,500 shares of Series D Convertible Stock issued and outstanding as September 30, 2019 and 2018, respectively. Common Stock During the year ended September 30, 2018, the Company issued 131,250 common shares valued at $153,788 for services; 2,561,392 common shares for cash proceeds of $2,041,501; 478,500 common shares valued at $831,133 under its employee equity incentive plan; 37,500 common shares for the settlement of $18,750 of accounts payable; 324,000 common shares for the settlement of $162,000 of notes payable, 4,918,580 common shares for the conversion of $2,805,008 of outstanding principal on convertible notes payable; 210,553 for the conversion of $114,792 of convertible accrued interest; 548,780 common shares for the settlement of non-convertible debt totaling $450,000; 2,309,997 common shares for the settlement of $1,386,000 debenture conversions, and 700,000 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 year ended September 30, 2019, the Company issued 1,038,017 common shares valued at $336,891 for services; 1,415,000 common shares for cash proceeds of $586,000; 287,500 common shares valued at $397,980 as compensation to employees; 31,579 common shares for the settlement of $15,000 of accounts payable; 2,054,887 common shares for the settlement of $687,200 of convertible notes payable; 10,163 for the conversion of $25,110 of convertible accrued interest; 20,000 common shares for issuance of a stock purchase agreement valued at $11,760; 669,362 common shares for the settlement of $388,000 debenture conversions, and 532,500 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 29,314,419 and 23,255,411 shares of common stock issued and outstanding at September 30, 2019 and 2018, respectively. |
Loans Payable
Loans Payable | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | NOTE 9 – LOANS PAYABLE The Company had the following loans payable outstanding as of September 30, 2019 and September 30, 2018: September 30, 2019 September 30, 2018 On March 16, 2018, 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. 47,551 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 On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74 th 622,523 646,231 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. (This note is in default as of 7/5/2019, which resulted in 5% penalty on outstanding amount.) 750,000 750,000 1,956,708 Less: unamortized original issue discounts - (119,000 ) Total loans payable 1,420,079 1,837,708 Less: current portion of loans payable 762,476 643,627 Long-term portion of loans payable $ 657,603 $ 1,193,781 As of September 30, 2019 and 2018, the Company accrued interest of $74,301 and $47,767, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 10 – 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 11 – Derivative Liabilities The following table summarizes all convertible notes outstanding as of September 30, 2019: Holder Issue Date Due Date Principal Unamortized Carrying Value Accrued Interest Noteholder 10 4/24/18 4/24/19 500,000 - 500,000 - Noteholder 4 8/1/18 1/1/19 396,000 - 396,000 76,471 Noteholder 6 9/6/18 9/6/19 145,000 145,000 15,575 Noteholder 7 9/17/18 9/17/19 82,500 82,500 8,586 Noteholder 4 10/2/18 1/1/19 264,000 - 264,000 40,634 Noteholder 8 11/15/18 11/15/19 222,600 (28,054 ) 194,546 15,564 Noteholder 9 12/27/18 12/27/19 105,000 (25,603 ) 79,397 18,204 Noteholder 8 1/14/19 1/14/20 131,250 (46,027 ) 85,223 7,364 Noteholder 8 2/04/19 2/04/20 265,000 (92,205 ) 172,795 13,824 Noteholder 9 2/05/19 2/05/20 131,250 (48,185 ) 83,065 6,616 Noteholder 11 2/08/19 2/08/20 783,724 (208,357 ) 575,367 89,627 Noteholder 8 3/15/19 3/15/20 70,913 - 70,913 3,093 Noteholder 9 3/15/19 3/15/20 70,913 - 70,913 2,938 Noteholder 12 3/15/19 3/15/20 70,913 - 70,913 3,093 Noteholder 13 3/15/19 3/15/20 70,913 - 70,913 3,093 Noteholder 3 7/1/19 9/30/19 825,930 825,930 18,983 Noteholder 8 8/8/19 8/8/20 33,092 (10,291 ) 22,801 384 Noteholder 9 8/8/19 8/8/20 33,092 (10,291 ) 22,801 384 Noteholder 14 8/29/19 5/29/19 100,000 (150,146 ) (50,146 ) 964 Noteholder 14 8/30/19 5/30/19 110,000 (97,555 ) 12,445 747 $ 4,412,090 $ (716,714 ) 3,695,376 $ 326,145 The following table summarizes all convertible notes outstanding as of September 30, 2018: Holder Issue Date Due Date Principal Unamortized 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 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%, was 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 September 30, 2019 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 $0 and $220,000 of principal and $0 and $4,340 of accrued interest due at September 30, 2019 and September 30, 2018, respectively. This note was purchased by Noteholders 8, 9, 12 & 13. 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%, 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 $0 and $220,000 of principal and $0 and $4,340 of accrued interest due at September 30, 2019 and September 30, 2018, respectively. This note was replaced on July 1, 2019. On September 13, 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 $0 and $585,000 of principal and $0 and $0 of accrued interest due at September 30, 2019 and September 30, 2018, respectively. This note was replaced on July 1, 2019. On July 1, 2019, the two previous notes were replaced for the principal amount of $825,890. This included a default penalty of $150,000 for non-payment of the prior two notes. The note, together with accrued interest at the annual rate of 8%, is due on 9/30/2019. The note is convertible into common stock of the Company at the option of the noteholder 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. There was $825,890 of principal and $18,893.35 of accrued interest at September 30, 2019. 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 the lower of a conversion price of $0.50 per share or 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 September 30, 2019 a fee for payment default of $66,000 was added to the principal. There was $396,000 and $330,000 of principal and $76,472 and $10,994 of accrued interest due at September 30, 2019 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 $0.50 per share or 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 September 30, 2019 a fee for payment default of $44,000 was added to the principal. There was $264,000 of principal and $40,634 of accrued interest at September 30, 2019. 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. This note was previously placed in default and has been settled for issuance of shares. There was $0 and $222,222 of principal and $0 and $0 of accrued interest due at September 30, 2019 and September 30, 2018, respectively. 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 the lower of a conversion price of $0.50 per share or 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 July 5, 2019 a fee for payment default of $20,000 was added to the principal. There was $145,000 and $125,000 of principal and $15,575 and $10,171 of accrued interest due at September 30, 2019 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 the lower of a conversion price of $0.50 per share or 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 July 5, 2019 a fee for payment default of $20,000 was added to the principal. There was $82,500 and $62,500 of principal and $8,586 and $4,897 of accrued interest due at September 30, 2019 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 the lower of a conversion price of $0.50 per share or 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. There was $222,600 of principal and $15,564 of accrued interest due at September 30, 2019. 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. There was $131,250 of principal and $7,364 of accrued interest due at September 30, 2019. On February 4, 2019, the Company entered into a convertible note payable with an unrelated party for $265,000 of which $15,000 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. There was $265,000 of principal and $13,824 accrued interest due at September 30, 2019. On March 15, 2019, the Company entered into an exchange agreement with an unrelated party for $70,913, of which the loan payable to Noteholder 2, dated July 2, 2018, 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 March 15, 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. There was $70,913 of principal and $3,093 of accrued interest due at September 30, 2019. On August 8, 2019, the Company entered into a convertible note agreement with an unrelated party for $33,092 of which $1,576 in third party fees resulting in net cash proceeds to the Company of $31,516. 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. There was $33,092 of principal and $384 of accrued interest due at September 30, 2019. 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 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. There was $105,000 of principal and $18,204 of accrued interest due at September 30, 2019. On February 5, 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 5, 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. There was $131,250 of principal and $6,616 of accrued interest due at September 30, 2019. On March 15, 2019, the Company entered into an exchange agreement with an unrelated party for $70,913, of which the loan payable to Noteholder 2, dated July 2, 2018, 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 March 15, 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. There was $70,913 of principal and $2,938 of accrued interest due at September 30, 2019. On August 8, 2019, the Company entered into a convertible note agreement with an unrelated party for $33,092 of which $1,576 in third party fees resulting in net cash proceeds to the Company of $31,516. 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. There was $33,092 of principal and $384 of accrued interest due at September 30, 2019. 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 September 30, 2019 and September 30, 2018. As disclosed in item #3, On or about April 30, 2020, Michele Malaret and Gordon Griswold filed, filed a Breach of Contract in the original principal amount of $500,000, with the Superior Court of California, County of Humboldt. The Company currently recognizes the fully liability on its balance sheet. There is no interest due associated with the note. Noteholder 11 On February 8, 2019, the Company entered into an exchange agreement with an unrelated party for $580,537, 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. A principal non-pay default was applied in the amount of $203,188. There was $783,724 of principal and $89,627 of accrued interest due at September 30, 2019. Noteholder 12 On March 15, 2019, the Company entered into an exchange agreement with an unrelated party for $70,913, of which the loan payable to Noteholder 2, dated July 2, 2018, 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 March 15, 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. There was $70,913 of principal and $3,093 of accrued interest due at September 30, 2019. Noteholder 13 On March 15, 2019, the Company entered into an exchange agreement with an unrelated party for $70,913, of which the loan payable to Noteholder 2, dated July 2, 2018, 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 March 15, 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. There was $70,913 of principal and $3,093 of accrued interest due at September 30, 2019. Noteholder 14 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. There was $110,000 of principal and $747 of accrued interest due at September 30, 2019. On August 29, 2019, the Company entered into an exchange agreement with an unrelated party for $170,000, 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. There was $100,000 of principal and $964 of accrued interest due at September 30, 2019. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | NOTE 11 – 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. The Company also 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. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Sep. 30, 2019 | |
Derivative Liability [Abstract] | |
Derivative Liability | NOTE 12 – DERIVATIVE LIABILITY As of September 30, 2019 and 2018, Company had a derivative liability balance of $2,545,735 and $1,181,278 on the balance sheets and recorded a loss of $366,974 and a gain of $2,555,350 from derivative liability fair value adjustments during the year ended September 30, 2019 and 2018, respectively. 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 10 – 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 10 – 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. On January 14, 2019, the Company issued a $131,250 convertible promissory note to an unrelated party that matures on February 5, 2020. Refer to Noteholder 8 under “Note 10 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $144,752 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $14,423 which was up to the face value of the convertible note with the excess fair value at initial measurement of $130,329 being recognized as a loss on derivative fair value measurement On February 4, 2019, the Company issued a $265,000 convertible promissory note to an unrelated party that matures on February 4, 2020. Refer to Noteholder 8 under “Note 10 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $322,521 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $322,521 on derivative fair value measurement. On February 5, 2019, the Company issued a $131,250 convertible promissory note to an unrelated party that matures on February 11, 2020. Refer to Noteholder 9 under “Note 10 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $228,916 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $228,916 on derivative fair value measurement. On July 1, 2019, the Company issued a $825,930 convertible promissory note to an unrelated party that matures on September 30, 2019. Refer to Noteholder 3 under “Note 10 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $1,807,875 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $1,807,875 on derivative fair value measurement. On August 29, 2019, the Company issued a $170,000 convertible promissory note to an unrelated party that matures on May 29, 2020. Refer to Noteholder 14 under “Note 10 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $143,951 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $65,965 on derivative fair value measurement. On August 30, 2019, the Company issued a $110,000 convertible promissory note to an unrelated party that matures on May 30, 2020. Refer to Noteholder 14 under “Note 10 – Convertible Debentures” The aggregate fair value of the derivative at the issuance date of the note was $109,936 which was recorded as a derivative liability on the balance sheet. The Company recognized a loss of $79,183 on derivative fair value measurement. At September 30, 2019, the Company marked-to-market the fair value of the derivative liabilities related to conversion features and determined an aggregate fair value of $2,363,919 and recorded a $1,502,833 gain from change in fair value for the year ended September 30, 2019. 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 128%, (2) risk-free interest rate of 1.75%, (3) exercise prices of $0.21 - $0.26, and (4) expected lives of 0.13 – 0.67 of a year. 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 10 – Convertible Debentures” At September 30, 2019, the Company marked-to-market the fair value of the derivative liabilities related to warrants and determined an aggregate fair value of $181,816 and recorded a $1,100,643 gain from change in fair value for the nine months ended September 30, 2019. The fair value of the derivatives was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 128%, (2) risk-free interest rate of 1.75%, (3) exercise prices of $0.60 to $0.80, and (4) expected lives of 0.33 – 1.07 years. The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2019: Fair Value of Embedded Derivative Liabilities: Balance, September 30, 2018 $ 1,181,278 Initial measurement of derivative liabilities 3,967,933 Change in fair market value (2,603,476 ) Write off due to conversion (– ) Balance, September 30, 2019 $ 2,545,735 The following table summarizes the gain (loss) on derivative liability included in the income statement for the years ended September 30, 2019 and 2018, respectively. Year Ended September 30, 2019 2018 Day one loss due to derivatives on convertible debt $ (2,970,450 ) $ (765,114 ) Change in fair value of derivatives 2,603,476 3,320,464 Total derivative gain (loss) $ (366,974 ) $ 2,555,350 Associated with the issuance of the convertible debentures during the fiscal year ended September 30, 2018; 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 2.00 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 2.00 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 $6,583,000 may be converted into common stock of the Company at $0.60 per share for a total of 10,971,667 shares. Due to the variable conversion features of the outstanding convertible notes payable as discussed in Note 10 – Convertible Notes Payable, the Company cannot ascertain there will be adequate unissued authorized common shares to fulfill all share based obligations. As a result, the warrants issued in connection with the convertible debentures are not afforded equity treatment and were recorded as a derivative liability upon initial measurement. The total initial measurement of warrants issued with the convertible debentures was $4,616,545 of which $4,465,131 was recorded as a debt discount and, when combined with debt issuance costs, represents a total debt discount of $6,583,000. As of September 30, 2018 the Company has amortized $1,226,994 of the total outstanding debt discount leaving an unamortized debt discount of $2,156,261. The remaining debt discount will be amortized to interest expense over the expected life of the note. There was $5,197,000 of principal and accrued interest totaling $234,626 outstanding as of September 30, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended September 30, 2019 and 2018 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: September 30, 2019 September 30, 2018 Income tax provision at the federal statutory rate 21.0 % 35.0 % Effect on operating losses -21.0 % -35.0 % September 30, 2019 September 30, 2018 Net deferred tax assets consisted of the following: Net operating loss carryforward $ 3,895,231 $ 4,071,932 Valuation allowance (3,895,231 ) (4,071,932 ) Net deferred tax asset $ - $ - A reconciliation of income taxes computed at the statutory rate is as follows. September 30, 2019 September 30, 2018 Computed federal income tax expense at statutory rate is as follows. $ (3,895,231 ) $ (4,071,932 ) Depreciation and amortization 307,802 253,703 Deferred revenue 22,768 127,124 Common stock issued for services 69,520 136,671 Common stock issued under employee incentive plan 36,025 251,791 Stock option expense 149,155 595,304 Amortization of debt discounts 779,793 1,519,967 Default penalties on convertible notes payable 98,378 - Change in derivative liability 387,415 254,788 Change in valuation allowance 2,044,376 932,585 Income tax expense $ - $ - This summary reflects the Company’s current segments, as described below. Corporate The parent Company provides overall management and corporate reporting functions for the entire organization. Consulting The Company provides advisory, licensing and compliance services to the cannabis industry. Consulting clients are located in states that have state managed medical and/or recreational programs. EVIO assists these companies with license applications, business planning, state compliance and ongoing operational support. Testing Services The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of September 30, 2019, EVIO Labs has operating labs located in Oregon, California and Massachusetts. Clients consist of growers, processors, dispensaries and individuals. Operating under the rules of the appropriate state regulating body, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumers. Year ended September 30, 2019 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 3,000 $ 3,786,815 $ 3,789,815 Segment income (loss) from operations (7,325,704 ) Total assets Capital expenditures ) Depreciation and amortization Year ended September 30, 2018 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 176,832 $ 3,188,693 $ 3,365,525 Segment income (loss) from operations (3,802,702 ) (1,835,901 ) (2,537,821 ) (8,176,424 ) Total assets (16,650 ) 1,534,823 12,836,787 14,354,960 Capital expenditures - - (4,246,770 ) (4,246,770 ) Depreciation and amortization - - 724,865 724,865 |
Committments and Contingencies
Committments and Contingencies | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Committments and Contingencies | NOTE 14 – COMMITMENTS AND CONTINGENCIES From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. The Company has entered into various office and laboratory leases as well as a long-term operating lease. Future minimum rental payments under the terms of the lease are: Year ending September 30, 2019 782,138 2020 970,425 2021 697,436 2022 549,390 2023 347,475 Thereafter 27,911 Total $ 2,594,726 |
Revenue Concentration
Revenue Concentration | 12 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Revenue Concentration | NOTE 15 – REVENUE CONCENTRATION The Company generated revenues of $3,789,815 and $3,365,525 for the years ended September 30, 2019 and 2018, respectively. The Company did not have any customer that represented greater than 10% of revenues during the years ended September 30, 2019 or 2018. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Sep. 30, 2019 | |
Stock Options And Warrants | |
Stock Options and Warrants | NOTE 16 – STOCK OPTIONS AND WARRANTS The following tables summarizes all stock option and warrant activity for the year ended September 30, 2019 and 2018: Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2017 655,000 $ 0.902 Granted 4,073,000 0.767 Exercised - - Forfeited (90,000 ) 0.878 Expired - - Outstanding, September 30, 2018 4,638,050 $ 0.784 Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2018 4,638,050 0.902 Granted 846,920 0.519 Exercised - - Forfeited - - Expired - - Outstanding, September 30, 2019 5,484,970 0.742 The following table discloses information regarding outstanding and exercisable options and warrants at September 30, 2019: 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 $ 0.225 200,000 $ 0.225 4.71 200,000 $ 0.225 $ 0.400 110,000 $ 0.400 1.88 110,000 $ 0.400 $ 0.420 330,000 $ 0.420 4.30 330,000 $ 0.420 $ 0.500 165,000 $ 0.500 1.95 162,500 $ 0.500 $ 0.600 627,220 $ 0.600 0.37 627,220 $ 0.600 $ 0.650 145,000 $ 0.650 3.07 36,250 $ 0.650 $ 0.800 3,482,750 $ 0.800 1.68 3,095,250 $ 0.800 $ 0.850 100,000 $ 0.850 3.55 - $ 0.850 $ 1.050 25,000 $ 1.050 4.04 - $ 1.050 $ 1.260 220,000 $ 1.260 2.75 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 2.05 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 2.75 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 2.84 5,000 $ 1.666 Total 5,484,970 $ 0.742 1.95 4,713,720 $ 0.718 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: September 30, 2019 Expected term of options granted 1.0-5.0 years Expected volatility 103- 122 % Risk-free interest rate 2.00 – 2.67 % Expected dividend yield 0 % The following table discloses information regarding outstanding and exercisable options and warrants at September 30, 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 2.88 110,000 $ 0.400 $ 0.500 165,000 $ 0.500 2.95 162,500 $ 0.500 $ 0.600 597,300 $ 0.600 1.33 597,300 $ 0.600 $ 0.650 145,000 $ 0.650 4.07 36,250 $ 0.650 $ 0.800 3,195,750 $ 0.800 2.74 2,808,250 $ 0.800 $ 0.850 100,000 $ 0.850 4.55 - $ 0.850 $ 1.050 25,000 $ 1.050 5.04 - $ 1.050 $ 1.260 220,000 $ 1.260 3.75 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 3.05 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 3.75 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 3.84 5,000 $ 1.666 Total 4,638,050 $ 0.784 3.322 3,866,800 $ 0.763 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: September 30, 2018 Expected term of options granted 5 years Expected volatility 14.63 % Risk-free interest rate 2.94 % Expected dividend yield 0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS Common Stock Issuances The Company made the following issuances of common stock subsequent to September 30, 2019: ● 35,170,123 common shares for the conversion of $1,518,022 of principal on convertible debentures. ● 4,452,443 common shares for the conversion of $203,820 of interest on convertible debentures ● 681,183 common shares issued for the conversion of debt conversion fees of $23,000 ● 7,353,538 common shares issued for deferral of executive compensation ● 385,000 common shares issued for vesting of restricted stock grants for officers and directors ● 3,930,000 common shares issued for services ● 144,928 common shares issued for settlement of lawsuit ● 26,666 common shares issued for settlement of accounts payable. Convertible Notes Payable On November 4, 2019, the Company entered into a convertible note payable with an unrelated party for $33,516 which included $2,000 third party fees resulting in net cash proceeds to the Company of $31,516. The convertible note payable carries interest at a rate of 8% per annum, is due on November 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 December 23, 2019, the Company entered into a convertible note payable with an unrelated party for $137,375 which included $16,3785 third party fees resulting in net cash proceeds to the Company of $121,000. The convertible note payable carries interest at a rate of 8% per annum, is due on December 23, 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 January 13, 2020, the Company entered into a convertible note payable with an unrelated party for $52,500 which included $2,500 third party fees resulting in net cash proceeds to the Company of $50,000. The convertible note payable carries interest at a rate of 8% per annum, is due on January 13, 2021 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 November 4, 2019, the Company entered into a convertible note payable with an unrelated party for $33,516 which included $2,000 third party fees resulting in net cash proceeds to the Company of $31,516. The convertible note payable carries interest at a rate of 8% per annum, is due on November 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 December 23, 2019, the Company entered into a convertible note payable with an unrelated party for $137,375 which included $16,3785 third party fees resulting in net cash proceeds to the Company of $121,000. The convertible note payable carries interest at a rate of 8% per annum, is due on December 23, 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 January 13, 2020, the Company entered into a convertible note payable with an unrelated party for $52,500 which included $2,500 third party fees resulting in net cash proceeds to the Company of $50,000. The convertible note payable carries interest at a rate of 8% per annum, is due on January 13, 2021 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 December 23, 2019, the Company entered into a debt purchase agreement with an unrelated party for $274,345, 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 December 23, 2019, the Company entered into a debt purchase agreement with an unrelated party for $274,345, 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. Legal Proceedings As disclosed in Item 3: 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. In December, 2018, EVIO Labs Eugene, LLC terminated Stephanie Head because she was not available to work full-time. In February 2019, Ms. Head filed complaint to Oregon Bureau of Labor & Industries (“BOLI”) with allegations that she was discriminated against and unlawfully terminated. In October, 2019 BOLI found substantial evidence of unlawful employment on the basis of protected whistle-blowing, but found no substantial evidence of Ms. Head’s seven other allegations of unlawful employment practice. In April, 2019, BOLI notified EVIO Labs Eugene, LLC that BOLI elected not to pursue the charges further and closed the file. On January 28, 2020, the case was settled for $35,000, $25,000 payable in cash and $10,000 in EVIO Common Stock. On February 6, 2020, MC CRE Investments, LLC landlord for the Palm Desert location, filed a Breach of Lease Agreement with the Superior Court of the State of California, County of Riverside. EVIO Labs Palm Desert has vacated the space and turned it back over to the landlord. The Company has expensed past due rents and late fees and these items are included in the liabilities in the balance sheet. On or about March 5, 2020, Paul Tomaso and Jonah Barber beneficiaries for MRX Labs, LLC, filed a Breach of Promissory Note in the original principal amount of $750,000, plus late fees and penalties, with the Circuit Court of the State in Oregon, in Multnomah County against Greenhaus Analytical Labs, LLC. The Company has expensed penalties and late fees and these items are included in the liabilities in the balance sheet. On or about April 30, 2020, Michele Malaret and Gordon Griswold filed, filed a Breach of Contract in the original principal amount of $500,000, with the Superior Court of California, County of Humboldt. The Company currently recognizes the fully liability on its balance sheet. There is no interest due associated with the note. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation A summary of significant accounting policies of EVIO, INC. (the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. |
Principles of Consolidation | Principles of Consolidation The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation.” |
Cash and Cash Equivalents | Cash and Cash Equivalents All cash is maintained with major financial institutions. Deposits may exceed the amount of insurance provided on such deposits. For the purposes of the cash flows, the Company considers all short-term debt securities purchased with original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2019 or 2018. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at their original invoice amounts. We regularly review collectability and establish an allowance for uncollectible amounts as necessary based on our experience with historical collectability. Management recognized an allowance for uncollectible amounts, of $215,933 and $414,475 for 2019 and 2018, respectively. |
Notes Receivable | Notes Receivable The Company accounts investments for notes receivable in accordance with ASC 320. On September 6, 2017, the Company entered in a note receivable with an unrelated entity for $1,300,000. The note is due on September 6, 2024 and carries interest at a rate of 8% per annum. The note requires minimum principal payments of $100,000 plus accrued interest on each anniversary date with the unpaid principal and interest being due on September 6, 2024. The note was purchased in May 2019, by an unrelated third party. The balance on the purchased note as of September 30, 2019 was $538,904. The Company evaluated the collectability of the note receivable as of September 30, 2019 and determined the full balance is collectible and no reserve for write off was recorded. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment tests are conducted at the beginning of the fourth quarter. We use a two-step process to quantitatively evaluate goodwill for impairment. In the first step, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, we complete a second step to determine the amount of the goodwill impairment that we should record. In the second step, we determine an implied fair value of the reporting unit’s goodwill by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). We compare the resulting implied fair value of the goodwill to the carrying amount and record an impairment charge for the difference. We test individual indefinite-lived intangible assets by comparing the estimated fair value with the book values of each asset. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized on a straight-line basis over their estimated useful lives unless the estimated useful life is determined to be indefinite. The Company’s intangible assets consist of client lists (amortized over five years), assembled workforce (amortized over five years), websites and domain names (amortized over 15 years) and testing licenses (amortized over 5 years). The Company performed its annual fair value assessment at September 30, 2019, on its subsidiaries with material goodwill and intangible asset amounts on their respective balance sheets and determined that carrying value of its goodwill and Intangible assets on our financial statements exceeds its fair value. As such, the Company recorded an impairment charge to its goodwill of $7,255,724. The impairment charge included $1,569,911 for Greenhaus Analytical Labs, $477,900 for EVIO Labs Humboldt, $3,264,623 for Keystone Labs, $784,814 for EVIO Labs Berkeley, $441,903 for Smith Scientific, and $643,729 for EVIO Labs MA due to changing outlook of market conditions. |
Business Combinations | Business Combinations. ● Contingent consideration is recorded at fair value as an element of purchase price with subsequent adjustments recognized in operations. ● Subsequent decreases in valuation allowances on acquired deferred tax assets are recognized in operations after the measurement period. ● Upon gaining control of an entity in which an equity method or cost basis investment was held, the carrying value of that investment is adjusted to fair value with the related gain or loss recorded in earnings. |
Reclassification | Reclassification Certain amounts in the 2018 financial statements have been reclassified to conform to the 2019 financial presentation. These reclassifications have no impact on net loss. |
Use of Estimates | Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions may have a material impact on the financial condition and results of operations of the Company during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Revenue Recognition | Revenue Recognition In 2019 the Company recognizes revenue under 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 cannabis products for both medicinal and recreational 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 goods or 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 product or 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 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. The Company generated revenues of $3,789,815 and $3,365,525 during the years ended September 30, 2019 and 2018. |
Cost of Revenue Recognition | Cost of Revenue Recognition The Company recognizes all costs incurred that are directly related to revenue generating activities as a cost of revenue. These costs include salaries and payroll taxes associated with lab employees, rent and utilities on lab facilities, repairs and maintenance to facilities and equipment, depreciation of lab equipment and outsourced professional services utilized for consulting engagements. Cost of revenues totaled $4,725,855 and $3,837,288 during the years ended September 30, 2019 and 2018, respectively. |
Stock Based Compensation | Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the cost of stock-based compensation arrangements based on the grant-date fair value and recognizes the cost in the financial statements at the time goods are received or over the period during which employees and non-employees are required to provide services. If the Company cannot estimate reliably the fair value of the goods and services received, the Company shall measure their value indirectly by reference to the fair value of the equity instruments granted. For transactions with employees and others providing similar services, the Company measures the fair value of the services by reference to the fair value of the equity instruments granted. Stock-based compensation arrangements may include stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. The Company utilizes the Black-Scholes simulation model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility of the Company’s stock price over a period equal to or greater than the expected life of the options. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. |
Capital Leases | Capital 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 $2,543,976, net of accumulated amortization, and a corresponding lease liability of $2,594,726. 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 September 30, 2019, are as follows: Year ended September 30, Operating Leases Financing Leases 2019 782,138 $ 311,592 2020 970,425 433,087 2021 697,436 514,152 2022 549,390 183,020 2023 347,475 206,674 Thereafter 27,911 5,022 Total lease payments 3,374,775 1,653,547 Less: Payments Made (780,049 ) (314,088 ) Total Lease Liabilities $ 2,594,726 $ 1,339,459 |
Concentration of Credit Risk | 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 September 30, 2019, 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. No individual client represents greater than 10% of the annual revenue. As of September 30, 2019, the Company had total accounts receivable, net of allowances, of $133,022. Five separate clients comprised a total of 41% of this balance as follows: Balance Percent of Total Customer 1 $ 48,606 14 % Customer 2 33,572 10 % Customer 3 20,336 6 % Customer 4 20,321 6 % Customer 5 20,208 6 % All others 246,456 59 % Total 348,955 100 % Allowance for doubtful accounts (215,933 ) Net accounts receivable $ 133,022 |
Property and Equipment | 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 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows. The Company performed its annual fair value assessment at September 30, 2019, on its subsidiaries with material long-lived asset amounts on their respective balance sheets and determined that no impairment exists. |
Financial Instruments | 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. 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 free-standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes 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 September 30, 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 2,545,735 $ 2,545,735 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 |
Non-Controlling Interest | Non-Controlling Interest The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders’ deficit section, separately from the Company’s stockholders’ deficit. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. |
Related Parties | Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Basic Earnings (Loss) Per Share | Basic Earnings (Loss) Per Share The Company computes net income (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, “ Earnings per Share |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business, Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) Compensation - Stock Compensation Revenue from Contracts with Customers In August 2018, the SEC issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. Under the final rule Company’s must now analyze changes in stockholders’ equity in the form of a reconciliation, for the current and comparative year-to-date, with subtotals for each interim period. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Future Minimum Lease Payments of Lease Liabilities | The future minimum lease payments of lease liabilities as of September 30, 2019, are as follows: Year ended September 30, Operating Leases Financing Leases 2019 782,138 $ 311,592 2020 970,425 433,087 2021 697,436 514,152 2022 549,390 183,020 2023 347,475 206,674 Thereafter 27,911 5,022 Total lease payments 3,374,775 1,653,547 Less: Payments Made (780,049 ) (314,088 ) Total Lease Liabilities $ 2,594,726 $ 1,339,459 |
Schedule of Allowance for Accounts Receivable | Balance Percent of Total Customer 1 $ 48,606 14 % Customer 2 33,572 10 % Customer 3 20,336 6 % Customer 4 20,321 6 % Customer 5 20,208 6 % All others 246,456 59 % Total 348,955 100 % Allowance for doubtful accounts (215,933 ) Net accounts receivable $ 133,022 |
Schedule of Estimated Life of Property and Equipment | 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 |
Schedule of Assets and Liabilities Measured in 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 September 30, 2019: Level 1 Level 2 Level 3 Total Liabilities Derivative financial instruments $ - $ - $ 2,545,735 $ 2,545,735 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Schedule of Pro-forma of Business Acquisitions | EVIO, INC. UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS Year ended September 30, 2018 2017 Revenues Testing services $ 3,576,919 $ 3,499,135 Consulting services 176,832 347,044 Total revenue 3,753,751 3,846,179 Cost of revenue Testing services 3,301,016 3,089,092 Consulting services 190,125 115,387 Depreciation and amortization 529,732 145,203 Total cost of revenue 4,020,873 3,349,681 Gross margin (267,122 ) 496,498 Operating expenses Selling, general and administrative 7,766,313 3,396,397 Depreciation and amortization 202,873 222,714 Total operating expenses 7,969,186 3,619,111 Loss from operations (8,236,308 ) (3,122,614 ) Other income (expense) Interest expense, net of interest income (4,872,084 ) (1,011,259 ) Other income 7,246 (22,170 ) Loss on settlement of debt and account payable (56,093 ) - Impairment loss (1,396,319 ) (200,000 ) Gain (loss) on change in fair market value of derivative liabilities 2,555,350 (285,887 ) Total other income (expense) (3,761,900 ) (1,519,316 ) Net loss $ (11,998,208 ) $ (4,641,930 ) |
C3 Labs, LLC [Member] | |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities | The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED Cash $ 20,468 Accounts receivable 5,110 Other current assets 3,461 Security deposits 20,000 Equipment 244,875 License 247,000 Customer list 112,000 Non-compete agreement 88,000 Goodwill 291,697 TOTAL ASSETS ACQUIRED $ 1,032,611 LIABILITIES ASSUMED Accounts payable 4,314 Deferred rent 28,297 TOTAL LIABILITIES ASSUMED 32,611 Non-controlling interest (400,000 ) NET ASSETS ACQUIRED $ 600,000 |
Keystone Labs [Member] | |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities | The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED Cash $ 371,278 Accounts receivable 65,815 Prepaid expenses and other current assets 38,415 Equipment 40,774 Intellectual property 334,719 Websites and domain names 18,299 Customer list 521,539 Non-compete agreement 97,302 Goodwill 2,716,027 TOTAL ASSETS ACQUIRED $ 4,204,167 LIABILITIES ASSUMED Accounts payable 108,207 Capital lease obligation 12,826 Related party payables 153,755 Deferred revenue 5,189 TOTAL LIABILITIES ASSUMED 279,977 Non-controlling interest (1,962,095 ) NET ASSETS ACQUIRED $ 1,962,095 |
MRX Labs [Member] | |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities | ASSETS ACQUIRED LAND $ 212,550 BUILDING 937,450 PROPERTY PLANT AND EQUIPMENT 721,000 CUSTOMER CONTRACTS/RELATIONSHIPS 65,250 ASSEMBLED WORKFORCE 50,750 GOODWILL 718,000 TOTAL ASSETS ACQUIRED $ 2,705,000 LIABILITIES ASSUMED 174,000 NET ASSETS ACQUIRED FROM MRX $ 2,531,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The components of intangible assets as of September 30, 2019 and 2018 consist of: 2019 2018 Customer list $ 854,014 $ 865,672 License 503,000 503,000 Favorable lease 3,100 3,100 Website 49,516 49,690 Non-Compete 182,388 184,563 Assembled Workforce 50,750 50,750 Intellectual Property 334,893 342,610 Total 1,977,661 1,999,385 Accumulated amortization (1,977,661 ) (318,815 ) Net value $ - $ 1,680,570 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment consisted of the following as of September 30, 2019 and 2018: 2019 2018 Assets Not-In-Service $ - $ 455,540 Capital Assets 1,800,347 535,095 Land 212,550 212,550 Buildings & Real Estate 941,857 937,450 Furniture and Equipment 152,933 189,459 Laboratory Equipment 2,188,828 2,468,141 Software 78,996 63,913 Leasehold Improvements 697,333 303,331 Vehicles 83,915 83,915 Total 6,188,777 5,249,394 Accumulated depreciation (1,511,973 ) (644,291 ) Net value $ 4,676,804 $ 4,605,103 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | The Company had the following loans payable outstanding as of September 30, 2019 and September 30, 2018: September 30, 2019 September 30, 2018 On March 16, 2018, 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. 47,551 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 On June 28, 2018, the Company executed a note payable for $650,000 for the purchase of the building at 14775 SW 74 th 622,523 646,231 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. (This note is in default as of 7/5/2019, which resulted in 5% penalty on outstanding amount.) 750,000 750,000 1,956,708 Less: unamortized original issue discounts - (119,000 ) Total loans payable 1,420,079 1,837,708 Less: current portion of loans payable 762,476 643,627 Long-term portion of loans payable $ 657,603 $ 1,193,781 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The following table summarizes all convertible notes outstanding as of September 30, 2019: Holder Issue Date Due Date Principal Unamortized Carrying Value Accrued Interest Noteholder 10 4/24/18 4/24/19 500,000 - 500,000 - Noteholder 4 8/1/18 1/1/19 396,000 - 396,000 76,471 Noteholder 6 9/6/18 9/6/19 145,000 145,000 15,575 Noteholder 7 9/17/18 9/17/19 82,500 82,500 8,586 Noteholder 4 10/2/18 1/1/19 264,000 - 264,000 40,634 Noteholder 8 11/15/18 11/15/19 222,600 (28,054 ) 194,546 15,564 Noteholder 9 12/27/18 12/27/19 105,000 (25,603 ) 79,397 18,204 Noteholder 8 1/14/19 1/14/20 131,250 (46,027 ) 85,223 7,364 Noteholder 8 2/04/19 2/04/20 265,000 (92,205 ) 172,795 13,824 Noteholder 9 2/05/19 2/05/20 131,250 (48,185 ) 83,065 6,616 Noteholder 11 2/08/19 2/08/20 783,724 (208,357 ) 575,367 89,627 Noteholder 8 3/15/19 3/15/20 70,913 - 70,913 3,093 Noteholder 9 3/15/19 3/15/20 70,913 - 70,913 2,938 Noteholder 12 3/15/19 3/15/20 70,913 - 70,913 3,093 Noteholder 13 3/15/19 3/15/20 70,913 - 70,913 3,093 Noteholder 3 7/1/19 9/30/19 825,930 825,930 18,983 Noteholder 8 8/8/19 8/8/20 33,092 (10,291 ) 22,801 384 Noteholder 9 8/8/19 8/8/20 33,092 (10,291 ) 22,801 384 Noteholder 14 8/29/19 5/29/19 100,000 (150,146 ) (50,146 ) 964 Noteholder 14 8/30/19 5/30/19 110,000 (97,555 ) 12,445 747 $ 4,412,090 $ (716,714 ) 3,695,376 $ 326,145 The following table summarizes all convertible notes outstanding as of September 30, 2018: Holder Issue Date Due Date Principal Unamortized 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 - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Derivative Liability [Abstract] | |
Schedule of Derivative Liabilities | The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2019: Fair Value of Embedded Derivative Liabilities: Balance, September 30, 2018 $ 1,181,278 Initial measurement of derivative liabilities 3,967,933 Change in fair market value (2,603,476 ) Write off due to conversion (– ) Balance, September 30, 2019 $ 2,545,735 |
Summary of Gain (Loss) on Derivative Liability | The following table summarizes the gain (loss) on derivative liability included in the income statement for the years ended September 30, 2019 and 2018, respectively. Year Ended September 30, 2019 2018 Day one loss due to derivatives on convertible debt $ (2,970,450 ) $ (765,114 ) Change in fair value of derivatives 2,603,476 3,320,464 Total derivative gain (loss) $ (366,974 ) $ 2,555,350 |
Schedule of Warrants Assumptions | The warrants associated with the debt issue costs were valued using a Black-Scholes model with the following assumptions: Expected term of options granted 2.00 years Expected volatility 223 % Risk-free interest rate 2.49 % Expected dividend yield 0 % Expected term of options granted 2.00 years Expected volatility 211-223 % Risk-free interest rate 2.09-2.25 % Expected dividend yield 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The sources and tax effects of the differences for the periods presented are as follows: September 30, 2019 September 30, 2018 Income tax provision at the federal statutory rate 21.0 % 35.0 % Effect on operating losses -21.0 % -35.0 % |
Schedule of Deferred Tax Assets and Liabilities | September 30, 2019 September 30, 2018 Net deferred tax assets consisted of the following: Net operating loss carryforward $ 3,895,231 $ 4,071,932 Valuation allowance (3,895,231 ) (4,071,932 ) Net deferred tax asset $ - $ - |
Schedule of Components of Income Tax Expense | A reconciliation of income taxes computed at the statutory rate is as follows. September 30, 2019 September 30, 2018 Computed federal income tax expense at statutory rate is as follows. $ (3,895,231 ) $ (4,071,932 ) Depreciation and amortization 307,802 253,703 Deferred revenue 22,768 127,124 Common stock issued for services 69,520 136,671 Common stock issued under employee incentive plan 36,025 251,791 Stock option expense 149,155 595,304 Amortization of debt discounts 779,793 1,519,967 Default penalties on convertible notes payable 98,378 - Change in derivative liability 387,415 254,788 Change in valuation allowance 2,044,376 932,585 Income tax expense $ - $ - |
Schedule of Analytical Testing Services | Year ended September 30, 2019 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 3,000 $ 3,786,815 $ 3,789,815 Segment income (loss) from operations (7,325,704 ) Total assets Capital expenditures ) Depreciation and amortization Year ended September 30, 2018 Corporate Consulting Services Testing Services Total Consolidated Revenue $ - $ 176,832 $ 3,188,693 $ 3,365,525 Segment income (loss) from operations (3,802,702 ) (1,835,901 ) (2,537,821 ) (8,176,424 ) Total assets (16,650 ) 1,534,823 12,836,787 14,354,960 Capital expenditures - - (4,246,770 ) (4,246,770 ) Depreciation and amortization - - 724,865 724,865 |
Committments and Contingencies
Committments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under the Terms of the Lease | Future minimum rental payments under the terms of the lease are: Year ending September 30, 2019 782,138 2020 970,425 2021 697,436 2022 549,390 2023 347,475 Thereafter 27,911 Total $ 2,594,726 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Stock Options And Warrants | |
Summary of Stock Option and Warrant Activity | The following tables summarizes all stock option and warrant activity for the year ended September 30, 2019 and 2018: Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2017 655,000 $ 0.902 Granted 4,073,000 0.767 Exercised - - Forfeited (90,000 ) 0.878 Expired - - Outstanding, September 30, 2018 4,638,050 $ 0.784 Shares Weighted- Average Exercise Price Per Share Outstanding, September 30, 2018 4,638,050 0.902 Granted 846,920 0.519 Exercised - - Forfeited - - Expired - - Outstanding, September 30, 2019 5,484,970 0.742 |
Schedule of Outstanding and Exercisable Options and Warrants | The following table discloses information regarding outstanding and exercisable options and warrants at September 30, 2019: 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 $ 0.225 200,000 $ 0.225 4.71 200,000 $ 0.225 $ 0.400 110,000 $ 0.400 1.88 110,000 $ 0.400 $ 0.420 330,000 $ 0.420 4.30 330,000 $ 0.420 $ 0.500 165,000 $ 0.500 1.95 162,500 $ 0.500 $ 0.600 627,220 $ 0.600 0.37 627,220 $ 0.600 $ 0.650 145,000 $ 0.650 3.07 36,250 $ 0.650 $ 0.800 3,482,750 $ 0.800 1.68 3,095,250 $ 0.800 $ 0.850 100,000 $ 0.850 3.55 - $ 0.850 $ 1.050 25,000 $ 1.050 4.04 - $ 1.050 $ 1.260 220,000 $ 1.260 2.75 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 2.05 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 2.75 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 2.84 5,000 $ 1.666 Total 5,484,970 $ 0.742 1.95 4,713,720 $ 0.718 The following table discloses information regarding outstanding and exercisable options and warrants at September 30, 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 2.88 110,000 $ 0.400 $ 0.500 165,000 $ 0.500 2.95 162,500 $ 0.500 $ 0.600 597,300 $ 0.600 1.33 597,300 $ 0.600 $ 0.650 145,000 $ 0.650 4.07 36,250 $ 0.650 $ 0.800 3,195,750 $ 0.800 2.74 2,808,250 $ 0.800 $ 0.850 100,000 $ 0.850 4.55 - $ 0.850 $ 1.050 25,000 $ 1.050 5.04 - $ 1.050 $ 1.260 220,000 $ 1.260 3.75 110,000 $ 1.260 $ 1.300 10,000 $ 1.300 3.05 7,500 $ 1.300 $ 1.386 60,000 $ 1.386 3.75 30,000 $ 1.386 $ 1.666 10,000 $ 1.666 3.84 5,000 $ 1.666 Total 4,638,050 $ 0.784 3.322 3,866,800 $ 0.763 |
Schedule of Stock Option Granted Assumptions | The assumptions used in these calculations are summarized as follows: September 30, 2019 Expected term of options granted 1.0-5.0 years Expected volatility 103- 122 % Risk-free interest rate 2.00 – 2.67 % Expected dividend yield 0 % The assumptions used in these calculations are summarized as follows: September 30, 2018 Expected term of options granted 5 years Expected volatility 14.63 % Risk-free interest rate 2.94 % Expected dividend yield 0 % |
Organization and Nature of Ac_2
Organization and Nature of Activities (Details Narrative) - $ / shares | Sep. 30, 2019 | Dec. 29, 2018 | May 02, 2018 | Oct. 19, 2016 | Jun. 01, 2016 | Sep. 17, 2015 |
William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc. [Member] | ||||||
Percentage of issued and outstanding common stock | $ 0.80 | |||||
Minimum percentage of common stock owned | 5.00% | |||||
Share Exchange Agreement [Member] | CR Labs, Inc. [Member] | ||||||
Ownership percentage | 80.00% | |||||
Securities Purchase Agreement [Member] | Greenhaus Analytical Services, LLC [Member] | ||||||
Ownership percentage | 100.00% | |||||
Securities Purchase Agreement [Member] | C3 Labs, LLC [Member] | ||||||
Ownership percentage | 60.00% | |||||
Securities Purchase Agreement [Member] | Keystone, Labs, Inc [Member] | ||||||
Ownership percentage | 50.00% | |||||
Securities Purchase Agreement [Member] | Smith Scientific Industries, Inc. [Member] | ||||||
Ownership percentage | 80.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 06, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Voting equity interests | 50.00% | ||
Allowance for accounts receivable | $ 215,933 | $ 414,475 | |
Note receivable | $ 1,300,000 | ||
Debt instrument maturity date | Sep. 6, 2024 | ||
Debt instrument interest rate | 8.00% | ||
Debt instrument, payment principal | $ 100,000 | ||
Note receivable, current portion | 538,904 | 100,000 | |
Impairment of goodwill and intangible assets | 7,255,724 | 1,367,813 | |
Total revenue | 3,789,815 | 3,365,525 | |
Cost of revenues | $ 4,725,855 | 3,837,288 | |
Capital Lease expiration period | Lease expirations which range from 2020 to 2024. | ||
Right- of-use asset | $ 2,543,976 | ||
Lease liability | 2,594,726 | ||
Cash, FDIC insured amount | 250,000 | ||
Accounts receivable, net of allowances | $ 133,022 | $ 234,178 | |
Dilutive common shares outstanding | 26,887,932 | 16,548,473 | |
Accounts Receivable [Member] | |||
Concentration risk, percentage | 100.00% | ||
Accounts Receivable [Member] | Five Seperate Clients [Member] | |||
Concentration risk, percentage | 41.00% | ||
Accounts Receivable [Member] | Minimum [Member] | |||
Concentration risk, percentage | 10.00% | ||
EVIO Labs Humboldt [Member] | |||
Impairment of goodwill and intangible assets | $ 477,900 | ||
EVIO Labs Berkeley [Member] | |||
Impairment of goodwill and intangible assets | 784,814 | ||
Smith Scientific Industries, Inc. [Member] | |||
Impairment of goodwill and intangible assets | 441,903 | ||
EVIO Labs [Member] | |||
Impairment of goodwill and intangible assets | 643,729 | ||
Greenhaus Analytical Services, LLC [Member] | |||
Impairment of goodwill and intangible assets | 1,569,911 | ||
Keystone, Labs, Inc [Member] | |||
Impairment of goodwill and intangible assets | $ 3,264,623 | ||
Client Lists [Member] | |||
Amortization of intangible assets | 5 years | ||
Assembled Workforce [Member] | |||
Amortization of intangible assets | 5 years | ||
Websites and Domain Names [Member] | |||
Amortization of intangible assets | 15 years | ||
Testing Licenses [Member] | |||
Amortization of intangible assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Future Minimum Lease Payments of Lease Liabilities (Details) | Sep. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
Operating Leases, 2019 | $ 782,138 |
Operating Leases, 2020 | 970,425 |
Operating Leases, 2021 | 697,436 |
Operating Leases, 2022 | 549,390 |
Operating Leases, 2023 | 347,475 |
Operating Leases, Thereafter | 27,911 |
Total | 3,374,775 |
Operating Leases, Less: Payments Made | (780,049) |
Operating Leases, Total Lease Liabilities | 2,594,726 |
Financing Leases, 2019 | 311,592 |
Financing Leases, 2020 | 433,087 |
Financing Leases, 2021 | 514,152 |
Financing Leases, 2022 | 183,020 |
Financing Leases, 2023 | 206,674 |
Financing Leases, Thereafter | 5,022 |
Financing Leases, Total lease payments | 1,653,547 |
Financing Leases, Less: Payments Made | (314,088) |
Financing Leases, Total Lease Liabilities | $ 1,339,459 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Allowance for Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Gross accounts receivable | $ 348,955 | |
Allowance for doubtful accounts | (215,933) | $ (414,475) |
Net accounts receivable | $ 133,022 | |
Accounts Receivable [Member] | ||
Concentration of risk percentage | 100.00% | |
Customer 1 [Member] | ||
Gross accounts receivable | $ 48,606 | |
Customer 1 [Member] | Accounts Receivable [Member] | ||
Concentration of risk percentage | 14.00% | |
Customer 2 [Member] | ||
Gross accounts receivable | $ 33,572 | |
Customer 2 [Member] | Accounts Receivable [Member] | ||
Concentration of risk percentage | 10.00% | |
Customer 3 [Member] | ||
Gross accounts receivable | $ 20,336 | |
Customer 3 [Member] | Accounts Receivable [Member] | ||
Concentration of risk percentage | 6.00% | |
Customer 4 [Member] | ||
Gross accounts receivable | $ 20,321 | |
Customer 4 [Member] | Accounts Receivable [Member] | ||
Concentration of risk percentage | 6.00% | |
Customer 5 [Member] | ||
Gross accounts receivable | $ 20,208 | |
Customer 5 [Member] | Accounts Receivable [Member] | ||
Concentration of risk percentage | 6.00% | |
All Others [Member] | ||
Gross accounts receivable | $ 246,456 | |
All Others [Member] | Accounts Receivable [Member] | ||
Concentration of risk percentage | 59.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Estimated Life of Property and Equipment (Details) | 12 Months Ended |
Sep. 30, 2019 | |
Building [Member] | |
Property and equipment, estimated useful life | 39 years |
Laboratory and Computer Equipment [Member] | |
Property and equipment, estimated useful life | 5 years |
Furniture and Fixtures [Member] | |
Property and equipment, estimated useful life | 7 years |
Software [Member] | |
Property and equipment, estimated useful life | 3 years |
Domains [Member] | |
Property and equipment, estimated useful life | 15 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured in Fair Value (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Derivative financial instruments | $ 2,545,735 | $ 1,181,278 |
Level 1 [Member] | ||
Derivative financial instruments | ||
Level 2 [Member] | ||
Derivative financial instruments | ||
Level 3 [Member] | ||
Derivative financial instruments | $ 2,545,735 | $ 1,181,278 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Jul. 05, 2018USD ($) | May 02, 2018USD ($) | May 02, 2018CAD ($) | Jan. 01, 2018USD ($)$ / shares | Sep. 06, 2017 | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2018 |
Proceeds from issuance of convertible notes payable | $ 1,270,435 | $ 2,163,750 | ||||||
Interest rate | 8.00% | |||||||
Maturity date | Sep. 6, 2024 | |||||||
Acquisition paid for goodwill | $ 6,037,404 | |||||||
License [Member] | ||||||||
Amortized period | 7 years | |||||||
Customer Lists [Member] | ||||||||
Amortized period | 7 years | |||||||
Non-compete [Member] | ||||||||
Amortized period | 5 years | |||||||
C3 Labs, LLC [Member] | ||||||||
Acquisition paid for goodwill | $ 291,697 | |||||||
C3 Labs, LLC [Member] | Purchase Agreement [Member] | ||||||||
Interest rate | 60.00% | |||||||
Notes payable, issued | $ 600,000 | |||||||
C3 Labs, LLC [Member] | Option One [Member] | ||||||||
Ownership interest | 90.00% | |||||||
Option to purchase of additional interest, description | 30% Option. Effective as of Closing and terminating the date three (3) years from the Closing Date, the C3 Members hereby collectively grant EVIO the right to ratably purchase from the C3 Members an aggregate of 30% of the Interests in C3 LABS following the issuance of 60% of the Interests to EVIO. EVIO may exercise its option by providing C3 LABS and the C3 Members written notice of its intent to exercise the option. The C3 Members shall have three (3) days following the date of such notice to execute assignments of Interests totaling 30% of the then outstanding membership interests in C3 LABS in favor of EVIO California. If EVIO should elect to exercise its option within nine (9) months from the Closing Date, the exercise price for the 30% of Interests shall be $450,000.00, to be paid in cash or EVIO's common stock, as agreed by the C3 Members. If EVIO does not exercise the option within nine (9) months from the Closing Date, the exercise price shall be set by mutual agreement between the parties or, if no such agreement can be reached, as determined by an independent third-party valuation by an appraiser agreed to by the parties. In August 2018, the company exercised its option to increase its ownership to 90%. | |||||||
Interest to be paid | $ 450,000 | |||||||
C3 Labs, LLC [Member] | Option Two [Member] | ||||||||
Option to purchase of additional interest, description | 10% Option. Effective as of three (3) years after the Closing Date and terminating the date twenty four (24) months therefrom, the C3 Members hereby collectively grant EVIO the right to ratably purchase from the C3 Members an aggregate of 10% of the then outstanding Interests in C3 LABS (comprising the remaining Interests not owned by EVIO). EVIO may exercise its option by providing C3 LABS and the C3 Members written notice of its intent to exercise the option. The C3 Members shall have three (3) days following the date of such notice to execute assignments of Interests totaling 10% of the then outstanding membership interests in C3 LABS in favor of EVIO. | |||||||
C3 Labs, LLC [Member] | Notes Payable [Member] | ||||||||
Maturity date | Mar. 31, 2018 | |||||||
Notes payable, issued | $ 100,000 | |||||||
C3 Labs, LLC [Member] | Convertible Notes Payable [Member] | ||||||||
Ownership interest | 60.00% | |||||||
Proceeds from issuance of convertible notes payable | $ 500,000 | |||||||
Interest rate | 0.00% | |||||||
Maturity date | Jun. 30, 2018 | |||||||
Debt conversion price per share | $ / shares | $ 0.75 | |||||||
C3 Labs, LLC [Member] | Promissory Note [Member] | Purchase Agreement [Member] | ||||||||
Notes payable, issued | $ 100,000 | |||||||
C3 Labs, LLC [Member] | Convertible Promissory Note [Member] | Purchase Agreement [Member] | ||||||||
Notes payable, issued | $ 500,000 | |||||||
Keystone Labs, Inc [Member] | ||||||||
Acquisition paid for goodwill | $ 2,716,027 | |||||||
Keystone Labs, Inc [Member] | EVIO Canada, Inc [Member] | ||||||||
Ownership interest | 50.00% | |||||||
Cash | $ 1,962,095 | |||||||
Keystone Labs, Inc [Member] | EVIO Canada, Inc [Member] | Canadian Dollars [Member] | ||||||||
Cash | $ 2,495,000 | |||||||
MRX Labs [Member] | ||||||||
Interest rate | 8.00% | |||||||
Maturity date | Jan. 5, 2019 | |||||||
Cash | $ 2,705,000 | |||||||
Acquisition of property and equipment | 1,150,000 | |||||||
Acquisition paid for property and equipment | 721,000 | |||||||
Acquisition paid for customer contracts and relationships | 50,750 | |||||||
Acquisition paid for goodwill | $ 718,000 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 05, 2018 | May 02, 2018 | Jan. 01, 2018 |
Goodwill | $ 6,037,404 | ||||
C3 Labs, LLC [Member] | |||||
Cash | $ 20,468 | ||||
Accounts receivable | 5,110 | ||||
Other current assets | 3,461 | ||||
Security deposits | 20,000 | ||||
Equipment | 244,875 | ||||
License | 247,000 | ||||
Customer list | 112,000 | ||||
Non-compete agreement | 88,000 | ||||
Goodwill | 291,697 | ||||
TOTAL ASSETS ACQUIRED | 1,032,611 | ||||
Accounts payable | 4,314 | ||||
Deferred rent | 28,297 | ||||
TOTAL LIABILITIES ASSUMED | 32,611 | ||||
Non-controlling interest | (400,000) | ||||
NET ASSETS ACQUIRED | $ 600,000 | ||||
Keystone Labs, Inc [Member] | |||||
Cash | $ 371,278 | ||||
Accounts receivable | 65,815 | ||||
Prepaid expenses and other current assets | 38,415 | ||||
Equipment | 40,774 | ||||
Intellectual property | 334,719 | ||||
Websites and domain names | 18,299 | ||||
Customer list | 521,539 | ||||
Non-compete agreement | 97,302 | ||||
Goodwill | 2,716,027 | ||||
TOTAL ASSETS ACQUIRED | 4,204,167 | ||||
Accounts payable | 108,207 | ||||
Capital lease obligation | 12,826 | ||||
Related party payables | 153,755 | ||||
Deferred rent | 5,189 | ||||
TOTAL LIABILITIES ASSUMED | 279,977 | ||||
Non-controlling interest | (1,962,095) | ||||
NET ASSETS ACQUIRED | $ 1,962,095 | ||||
MRX Labs [Member] | |||||
Equipment | $ 721,000 | ||||
Customer list | 65,250 | ||||
Land | 212,550 | ||||
Building | 937,450 | ||||
Assembled workforce | 50,750 | ||||
Goodwill | 718,000 | ||||
TOTAL ASSETS ACQUIRED | 2,705,000 | ||||
TOTAL LIABILITIES ASSUMED | 174,000 | ||||
NET ASSETS ACQUIRED | $ 2,531,000 |
Acquisitions - Schedule of Pro-
Acquisitions - Schedule of Pro-forma of Business Acquisitions (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total revenue | $ 3,753,751 | $ 3,846,179 |
Total cost of revenue | 4,020,873 | 3,349,681 |
Gross margin | (267,122) | 496,498 |
Selling, general and administrative | 7,766,313 | 3,396,397 |
Depreciation and amortization | 202,873 | 222,714 |
Total operating expenses | 7,969,186 | 3,619,111 |
Loss from operations | (8,236,308) | (3,122,614) |
Interest expense, net of interest income | (4,872,084) | (1,011,259) |
Other income | 7,246 | (22,170) |
Loss on settlement of debt and account payable | (56,093) | |
Impairment loss | (1,396,319) | (200,000) |
Gain (loss) on change in fair market value of derivative liabilities | 2,555,350 | (285,887) |
Total other income (expense) | (3,761,900) | (1,519,316) |
Net loss | (11,998,208) | (4,641,930) |
Testing Service [Member] | ||
Total revenue | 3,576,919 | 3,499,135 |
Total cost of revenue | 3,301,016 | 3,089,092 |
Consulting Service [Member] | ||
Total revenue | 176,832 | 347,044 |
Total cost of revenue | 190,125 | 115,387 |
Depreciation and Amortization [Member] | ||
Total cost of revenue | $ 529,732 | $ 145,203 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Total | $ 1,977,661 | $ 1,999,385 |
Accumulated amortization | (1,977,660) | (318,816) |
Net value | 1,680,570 | |
Customer Lists [Member] | ||
Total | 854,014 | 865,672 |
License [Member] | ||
Total | 503,000 | 503,000 |
Favorable Lease [Member] | ||
Total | 3,100 | 3,100 |
Domains & Websites [Member] | ||
Total | 49,516 | 49,690 |
Non-compete Agreements [Member] | ||
Total | 182,388 | 184,563 |
Assembled Workforce [Member] | ||
Total | 50,750 | 50,750 |
Intellectual Property [Member] | ||
Total | $ 334,893 | $ 342,610 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Total | $ 6,188,777 | $ 5,249,394 |
Accumulated depreciation | (1,089,403) | (520,437) |
Net value | 3,080,425 | 3,525,772 |
Assets Not-In-Service [Member] | ||
Total | 455,540 | |
Capital Assets [Member] | ||
Total | 1,800,347 | 535,095 |
Land [Member] | ||
Total | 212,550 | 212,550 |
Buildings & Real Estate [Member] | ||
Total | 941,857 | 937,450 |
Furniture and Equipment [Member] | ||
Total | 152,933 | 189,459 |
Laboratory Equipment [Member] | ||
Total | 2,188,828 | 2,468,141 |
Software [Member] | ||
Total | 78,996 | 63,913 |
Leasehold Improvements [Member] | ||
Total | 697,333 | 303,331 |
Vehicles [Member] | ||
Total | $ 83,915 | $ 83,915 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 06, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Loan received from related party | $ 410,841 | $ 155,066 | |
Repayments of related party debt | 112,277 | 449,800 | |
Due to related party | |||
Interest rate | 8.00% | ||
Maturity date | Sep. 6, 2024 | ||
Unamortized debt discount | 716,714 | 753,557 | |
Keystone Labs [Member] | |||
Loan received from related party | 191,515 | 171,425 | |
Repayments of related party debt | 9,034 | 18,733 | |
Due to related party | 354,050 | 15,317 | |
Chief Operating Officer [Member] | |||
Loan received from related party | 194,820 | 0 | |
Repayments of related party debt | 1,040 | 0 | |
Due to related party | $ 19,378 | $ 0 | |
Interest rate | 0.00% | 0.00% | |
Chief Executive Officer [Member] | |||
Loan received from related party | $ 75,000 | $ 0 | |
Repayments of related party debt | 19,200 | 0 | |
Due to related party | $ 55,800 | $ 0 | |
Interest rate | 0.00% | 0.00% | |
Sara Lausmann [Member] | Oregon Analytical Services, LLC [Member] | |||
Repayments of related party debt | $ 12,000 | $ 97,500 | |
Due to related party | $ 568,299 | $ 580,299 | |
Interest rate | 5.00% | 5.00% | |
Accrued interest | $ 107,899 | $ 79,295 | |
Anthony Smith [Member] | |||
Repayments of related party debt | 55,090 | 25,500 | |
Due to related party | $ 180,910 | $ 236,000 | |
Interest rate | 5.00% | 5.00% | |
Accrued interest | $ 41,600 | $ 30,960 | |
Anthony Smith [Member] | Smith Scientific Industries, Inc. [Member] | |||
Purchase percentage | 80.00% | ||
Henry Grimmett [Member] | Greenhaus Analytical Services, LLC [Member] | Interest 0% [Member] | |||
Repayments of related party debt | $ 3,859 | 52,000 | |
Due to related party | $ 113,554 | $ 117,412 | |
Interest rate | 0.00% | 0.00% | |
Repayment of debt quarterly | $ 25,000 | ||
Henry Grimmett [Member] | Greenhaus Analytical Services, LLC [Member] | Interest 6% [Member] | |||
Due to related party | $ 170,000 | $ 340,000 | |
Interest rate | 6.00% | 6.00% | |
Accrued interest | $ 59,412 | $ 39,905 | |
Notes payable | $ 340,000 | 340,000 | |
Maturity date | Oct. 16, 2020 | ||
Unamortized debt discount | $ 26,563 | $ 51,971 | |
Henry Grimmett [Member] | Greenhaus Analytical Services, LLC [Member] | Interest 6% [Member] | Third Party [Member] | |||
Repayments of related party debt | $ 170,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Common stock, shares issued | 29,314,419 | 23,255,411 |
Common stock, shares outstanding | 29,314,419 | 23,255,411 |
Common shares issued for services, value | $ 336,891 | $ 278,788 |
Common shares issued for conversion of convertible debentures, value | $ 388,000 | $ 1,386,000 |
Common Stock [Member] | ||
Conversion of stock, shares converted | 532,500 | 700,000 |
Common shares issued for services | 1,038,017 | 131,250 |
Common shares issued for services, value | $ 336,891 | $ 153,788 |
Common shares issued for cash | 1,415,000 | 2,561,392 |
Common shares issued for cash, value | $ 586,000 | $ 2,041,501 |
Common shares issued for employee equity incentive plan | 287,500 | 478,500 |
Common shares issued for employee equity incentive plan, value | $ 397,980 | $ 831,133 |
Common shares issued for conversion of convertible notes payable | 2,054,887 | 4,918,580 |
Common shares issued for conversion of convertible notes payable, value | $ 687,200 | $ 2,805,008 |
Common shares issued for conversion of accrued interest | 10,163 | 210,553 |
Common shares issued for conversion of accrued interest, value | $ 25,110 | $ 114,792 |
Common shares issued for conversion of convertible debentures | 669,362 | 2,309,997 |
Common shares issued for conversion of convertible debentures, value | $ 388,000 | $ 1,386,000 |
Common shares issued for debt issuance costs | 20,000 | |
Common shares issued for debt issuance costs, value | $ 11,760 | |
Common Stock [Member] | Accounts Payable [Member] | ||
Common shares issued for settlement of debt | 31,579 | 324,000 |
Common shares issued for settlement of debt, value | $ 15,000 | $ 162,000 |
Common Stock [Member] | Non-Convertible Debt [Member] | ||
Common shares issued for settlement of debt | 548,780 | |
Common shares issued for settlement of debt, value | $ 450,000 | |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares designated | 1,850,000 | |
Preferred stock, shares par value | $ 0.0001 | |
Common stock, shares issued | 500,000,000 | |
Common stock, shares outstanding | 500,000,000 | |
Debt conversion price per share | $ 13.24 | |
Convertible preferred stock shares converted | 1 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Conversion rate | 4.90% | |
Series B Preferred Stock [Member] | ||
Preferred stock, shares designated | 5,000,000 | 5,000,000 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock shares converted | 1 | |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Common shares issued for services | ||
Common shares issued for services, value | ||
Common shares issued for conversion of convertible debentures | ||
Common shares issued for conversion of convertible debentures, value | ||
Series C Preferred Stock [Member] | ||
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Debt conversion price per share | $ 1 | |
Convertible preferred stock shares converted | 5 | |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Conversion of stock, shares converted | 100 | |
Common shares issued for services | ||
Common shares issued for services, value | ||
Common shares issued for conversion of convertible debentures | ||
Common shares issued for conversion of convertible debentures, value | ||
Series D Preferred Stock [Member] | ||
Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock shares converted | 2.5 | |
Preferred stock, shares issued | 339,500 | 552,500 |
Preferred stock, shares outstanding | 339,500 | 552,500 |
Conversion of stock, shares converted | 213,000 | 280,000 |
Common shares issued for services | ||
Common shares issued for services, value | ||
Common shares issued for conversion of convertible debentures | ||
Common shares issued for conversion of convertible debentures, value | ||
Series D Preferred Stock [Member] | Optional Conversion [Member] | ||
Conversion of stock, shares converted | 500 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Loans Payable [Member] | ||
Accrued interest | $ 74,301 | $ 47,767 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Notes payable | $ 1,956,708 | |
Less: unamortized original issue discounts | (119,000) | |
Total loans payable | 1,420,079 | 1,837,708 |
Less: current portion of loans payable | 762,476 | 643,927 |
Long-term portion of loans payable | 657,603 | 1,193,781 |
Notes Payable 1 [Member] | ||
Notes payable | 47,551 | 60,477 |
Notes Payable 2 [Member] | ||
Notes payable | 500,000 | |
Notes Payable 3 [Member] | ||
Notes payable | 622,523 | 646,231 |
Notes Payable 4 [Member] | ||
Notes payable | $ 750,000 | $ 750,000 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) - USD ($) | Jul. 05, 2018 | Jun. 28, 2018 | Sep. 06, 2017 | Mar. 16, 2017 | Sep. 30, 2019 | Jul. 05, 2019 | Sep. 30, 2018 |
Debt instrument interest rate | 8.00% | ||||||
Debt instrument maturity date | Sep. 6, 2024 | ||||||
Debt instrument principal amount | $ 538,904 | $ 2,431,822 | |||||
Notes Payable 1 [Member] | |||||||
Debt instrument interest rate | 6.637% | ||||||
Debt instrument maturity date | Mar. 31, 2023 | ||||||
Notes Payable 2 [Member] | |||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument maturity date | Jul. 6, 2018 | ||||||
Debt instrument principal amount | $ 1,000,000 | ||||||
Notes Payable 3 [Member] | |||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument maturity date | Jun. 28, 2021 | ||||||
Debt instrument principal amount | $ 650,000 | ||||||
Notes Payable 4 [Member] | |||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument maturity date | Jan. 5, 2019 | ||||||
Debt instrument principal amount | $ 750,000 | ||||||
Penalty percentage | 5.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Aug. 30, 2019USD ($) | Aug. 29, 2019USD ($)TradingDays | Aug. 08, 2019USD ($)TradingDays | Jul. 05, 2019USD ($) | Jul. 02, 2019USD ($)TradingDays | Mar. 15, 2019USD ($)TradingDays | Feb. 08, 2019USD ($)TradingDays | Feb. 05, 2019USD ($) | Feb. 04, 2019USD ($)TradingDays | Jan. 14, 2019USD ($)TradingDays | Dec. 27, 2018USD ($)TradingDays | Nov. 15, 2018USD ($)$ / shares | Nov. 15, 2018USD ($)$ / shares | Oct. 02, 2018USD ($)TradingDays$ / shares | Sep. 13, 2018USD ($)TradingDays | Sep. 06, 2018USD ($)TradingDays$ / shares | Aug. 29, 2018USD ($)$ / shares | Aug. 01, 2018USD ($)$ / shares | Jul. 02, 2018USD ($)$ / shares | Apr. 24, 2018USD ($)TradingDays$ / shares | Sep. 06, 2017 | Aug. 14, 2017USD ($)TradingDays | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($)shares |
Debt instrument face amount | $ 538,904 | $ 2,431,822 | ||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Sep. 6, 2024 | |||||||||||||||||||||||
Original debt discount | 3,713,299 | 4,359,074 | ||||||||||||||||||||||
Noteholder 1 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 275,600 | 0 | $ 167,100 | |||||||||||||||||||||
Original issue discount | 15,600 | |||||||||||||||||||||||
Cash paid to third parties | 10,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 250,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Aug. 14, 2018 | Aug. 14, 2019 | ||||||||||||||||||||||
Debt instrument description | 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. | |||||||||||||||||||||||
Debt instrument threshold percentage | 75.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Debt conversion principal amount converted | $ 167,100 | |||||||||||||||||||||||
Conversion of convertible debentures | shares | 479,848 | |||||||||||||||||||||||
Debt conversion interest amount converted | $ 2,988 | |||||||||||||||||||||||
Debt conversion interest amount converted, shares | shares | 10,163 | |||||||||||||||||||||||
Accrued interest | 0 | $ 2,839 | ||||||||||||||||||||||
Noteholder 2 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 220,000 | 0 | $ 220,000 | |||||||||||||||||||||
Original issue discount | 20,000 | |||||||||||||||||||||||
Cash paid to third parties | 17,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 183,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Oct. 1, 2018 | Oct. 1, 2018 | ||||||||||||||||||||||
Accrued interest | 0 | $ 4,340 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.60 | |||||||||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 220,000 | 0 | $ 220,000 | |||||||||||||||||||||
Original issue discount | 20,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 200,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Oct. 1, 2018 | Oct. 1, 2018 | ||||||||||||||||||||||
Accrued interest | 0 | $ 4,340 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.60 | |||||||||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 585,000 | 0 | $ 585,000 | |||||||||||||||||||||
Original issue discount | $ 35,348 | |||||||||||||||||||||||
Debt instrument interest rate | 0.00% | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 11, 2019 | |||||||||||||||||||||||
Debt instrument description | 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. | |||||||||||||||||||||||
Debt instrument threshold percentage | 80.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 20 | |||||||||||||||||||||||
Accrued interest | 0 | $ 0 | ||||||||||||||||||||||
Noteholder 3 [Member] | Palliatech [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 549,652 | |||||||||||||||||||||||
Noteholder 3 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 825,890 | $ 825,890 | ||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Sep. 30, 2019 | Sep. 30, 2019 | ||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 18,893 | |||||||||||||||||||||||
Default debt penalty, value | $ 150,000 | |||||||||||||||||||||||
Noteholder 4 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 330,000 | $ 396,000 | $ 330,000 | |||||||||||||||||||||
Original issue discount | 30,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 300,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Oct. 1, 2018 | Jan. 1, 2019 | Oct. 1, 2018 | |||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Accrued interest | $ 76,472 | $ 10,994 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||
Default debt penalty, value | 66,000 | |||||||||||||||||||||||
Noteholder 4 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 220,000 | $ 264,000 | ||||||||||||||||||||||
Original issue discount | 20,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 200,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Jan. 1, 2019 | Jan. 1, 2019 | ||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 40,634 | |||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||
Default debt penalty, value | 44,000 | |||||||||||||||||||||||
Noteholder 5 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 222,222 | 0 | $ 222,222 | |||||||||||||||||||||
Original issue discount | 22,222 | |||||||||||||||||||||||
Cash paid to third parties | 5,500 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 194,500 | |||||||||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||||||||
Debt instrument maturity date | Feb. 28, 2019 | Feb. 28, 2019 | ||||||||||||||||||||||
Accrued interest | 0 | $ 0 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.70 | |||||||||||||||||||||||
Noteholder 6 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 125,000 | $ 145,000 | $ 125,000 | |||||||||||||||||||||
Original issue discount | 15,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 110,000 | |||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||
Debt instrument maturity date | Sep. 6, 2019 | Sep. 6, 2019 | Sep. 6, 2019 | |||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 15,575 | $ 10,171 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||
Default debt penalty, value | $ 20,000 | |||||||||||||||||||||||
Noteholder 7 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 62,500 | $ 82,500 | $ 62,500 | |||||||||||||||||||||
Original issue discount | 6,250 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 56,250 | |||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||
Debt instrument maturity date | Sep. 6, 2019 | Sep. 17, 2019 | Sep. 17, 2019 | |||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Accrued interest | $ 8,586 | $ 4,897 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||
Default debt penalty, value | $ 20,000 | |||||||||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 222,600 | $ 222,600 | $ 222,600 | |||||||||||||||||||||
Original issue discount | $ 12,600 | 12,600 | ||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 210,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||||||||||
Debt instrument maturity date | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | |||||||||||||||||||||
Accrued interest | $ 15,564 | |||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 131,250 | $ 131,250 | ||||||||||||||||||||||
Cash paid to third parties | 6,250 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 125,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Jan. 14, 2020 | |||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 7,634 | |||||||||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 70,913 | $ 265,000 | $ 265,000 | |||||||||||||||||||||
Original issue discount | 15,000 | |||||||||||||||||||||||
Cash paid to third parties | 10,000 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 240,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Feb. 4, 2020 | Feb. 4, 2020 | |||||||||||||||||||||
Debt instrument description | The new convertible note payable carries an interest rate of 8% per annum is due on March 15, 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 | 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. | ||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | 35.00% | ||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | 15 | ||||||||||||||||||||||
Accrued interest | $ 13,824 | |||||||||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 70,913 | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | |||||||||||||||||||||||
Accrued interest | $ 3,093 | |||||||||||||||||||||||
Noteholder 8 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 33,092 | $ 130,329 | $ 33,092 | |||||||||||||||||||||
Cash paid to third parties | 1,576 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 31,516 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Feb. 5, 2020 | Aug. 8, 2020 | |||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 384 | |||||||||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 105,000 | $ 105,000 | ||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Dec. 27, 2019 | Dec. 27, 2019 | ||||||||||||||||||||||
Debt instrument description | 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. | |||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 18,204 | |||||||||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 228,916 | $ 131,250 | $ 131,250 | |||||||||||||||||||||
Cash paid to third parties | 6,250 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 125,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Feb. 11, 2020 | Jan. 14, 2020 | Feb. 5, 2020 | |||||||||||||||||||||
Debt instrument description | 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. | |||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 6,616 | |||||||||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 70,913 | $ 70,913 | ||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Mar. 15, 2020 | ||||||||||||||||||||||
Debt instrument description | The new convertible note payable carries an interest rate of 8% per annum is due on March 15, 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 | |||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 2,938 | |||||||||||||||||||||||
Noteholder 9 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 33,092 | $ 33,092 | ||||||||||||||||||||||
Cash paid to third parties | 1,576 | |||||||||||||||||||||||
Cash proceeds from convertible promissory note | $ 31,516 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Aug. 8, 2020 | Aug. 8, 2020 | ||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 384 | |||||||||||||||||||||||
Noteholder 10 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||||
Debt instrument maturity date | Apr. 24, 2019 | Apr. 24, 2019 | Apr. 24, 2019 | |||||||||||||||||||||
Debt instrument description | 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. Breach of Contract in the original principal amount of $500,000, with the Superior Court of California, County of Humboldt. The Company currently recognizes the fully liability on its balance sheet. There is no interest due associated with the note. | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 5 | |||||||||||||||||||||||
Accrued interest | $ 0 | $ 0 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 1.25 | |||||||||||||||||||||||
Percentage of asset exchange | 100.00% | |||||||||||||||||||||||
Debt instrument trading price | $ / shares | $ 1.25 | |||||||||||||||||||||||
Noteholder 11 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 580,537 | $ 783,724 | ||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||
Debt instrument maturity date | Feb. 8, 2020 | Feb. 8, 2020 | ||||||||||||||||||||||
Debt instrument description | 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. | |||||||||||||||||||||||
Debt instrument threshold percentage | 30.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 89,627 | |||||||||||||||||||||||
Default debt penalty, value | $ 203,188 | |||||||||||||||||||||||
Noteholder 12 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 70,913 | $ 70,913 | ||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Mar. 15, 2020 | ||||||||||||||||||||||
Debt instrument description | The new convertible note payable carries an interest rate of 8% per annum is due on March 15, 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 | |||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 3,093 | |||||||||||||||||||||||
Noteholder 13 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 70,913 | $ 70,913 | ||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Mar. 15, 2020 | ||||||||||||||||||||||
Debt instrument description | The new convertible note payable carries an interest rate of 8% per annum is due on March 15, 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 | |||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 3,093 | |||||||||||||||||||||||
Noteholder 14 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 110,000 | $ 170,000 | $ 110,000 | |||||||||||||||||||||
Cash proceeds from convertible promissory note | 100,000 | |||||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument maturity date | May 29, 2020 | May 30, 2019 | ||||||||||||||||||||||
Debt instrument threshold percentage | 35.00% | |||||||||||||||||||||||
Debt instrument trading days | TradingDays | 15 | |||||||||||||||||||||||
Accrued interest | $ 747 | |||||||||||||||||||||||
Original debt discount | $ 10,000 | |||||||||||||||||||||||
Noteholder 14 [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||
Debt instrument maturity date | May 29, 2019 | |||||||||||||||||||||||
Accrued interest | $ 964 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Aug. 29, 2019 | Aug. 08, 2019 | Jul. 02, 2019 | Mar. 15, 2019 | Feb. 08, 2019 | Feb. 05, 2019 | Feb. 04, 2019 | Jan. 14, 2019 | Dec. 27, 2018 | Nov. 15, 2018 | Nov. 15, 2018 | Oct. 02, 2018 | Sep. 06, 2018 | Aug. 29, 2018 | Aug. 01, 2018 | Jul. 02, 2018 | Apr. 24, 2018 | Sep. 06, 2017 | Aug. 14, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 30, 2019 | Sep. 13, 2018 |
Due date | Sep. 6, 2024 | ||||||||||||||||||||||
Principal | $ 538,904 | $ 2,431,822 | |||||||||||||||||||||
Unamortized debt discount | (716,714) | (753,557) | |||||||||||||||||||||
Carrying value | 3,695,484 | 1,678,265 | |||||||||||||||||||||
Accrued interest | $ 1,387,642 | $ 416,459 | |||||||||||||||||||||
Noteholder 10 [Member] | |||||||||||||||||||||||
Issue date | Apr. 24, 2018 | Apr. 24, 2018 | |||||||||||||||||||||
Due date | Apr. 24, 2019 | Apr. 24, 2019 | Apr. 24, 2019 | ||||||||||||||||||||
Principal | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||||||||||
Carrying value | 500,000 | 500,000 | |||||||||||||||||||||
Accrued interest | |||||||||||||||||||||||
Noteholder 4 [Member] | |||||||||||||||||||||||
Issue date | Aug. 1, 2018 | Aug. 1, 2018 | |||||||||||||||||||||
Due date | Oct. 1, 2018 | Jan. 1, 2019 | Oct. 1, 2018 | ||||||||||||||||||||
Principal | $ 330,000 | $ 396,000 | $ 330,000 | ||||||||||||||||||||
Unamortized debt discount | (492) | ||||||||||||||||||||||
Carrying value | 396,000 | 329,508 | |||||||||||||||||||||
Accrued interest | $ 76,471 | ||||||||||||||||||||||
Noteholder 6 [Member] | |||||||||||||||||||||||
Issue date | Sep. 6, 2018 | Sep. 6, 2018 | |||||||||||||||||||||
Due date | Sep. 6, 2019 | Sep. 6, 2019 | Sep. 6, 2019 | ||||||||||||||||||||
Principal | $ 125,000 | $ 145,000 | $ 125,000 | ||||||||||||||||||||
Unamortized debt discount | (89,921) | ||||||||||||||||||||||
Carrying value | 145,000 | 35,079 | |||||||||||||||||||||
Accrued interest | $ 15,575 | ||||||||||||||||||||||
Noteholder 7 [Member] | |||||||||||||||||||||||
Issue date | Sep. 17, 2018 | Sep. 17, 2018 | |||||||||||||||||||||
Due date | Sep. 6, 2019 | Sep. 17, 2019 | Sep. 17, 2019 | ||||||||||||||||||||
Principal | $ 62,500 | $ 82,500 | $ 62,500 | ||||||||||||||||||||
Unamortized debt discount | (57,381) | ||||||||||||||||||||||
Carrying value | 82,500 | 5,119 | |||||||||||||||||||||
Accrued interest | $ 8,586 | ||||||||||||||||||||||
Noteholder 4 [Member] | |||||||||||||||||||||||
Issue date | Oct. 2, 2018 | ||||||||||||||||||||||
Due date | Jan. 1, 2019 | Jan. 1, 2019 | |||||||||||||||||||||
Principal | $ 220,000 | $ 264,000 | |||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||
Carrying value | 264,000 | ||||||||||||||||||||||
Accrued interest | $ 40,634 | ||||||||||||||||||||||
Noteholder 8 [Member] | |||||||||||||||||||||||
Issue date | Nov. 15, 2018 | ||||||||||||||||||||||
Due date | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | ||||||||||||||||||||
Principal | $ 222,600 | $ 222,600 | $ 222,600 | ||||||||||||||||||||
Unamortized debt discount | $ (184,957) | $ (184,957) | (28,054) | ||||||||||||||||||||
Carrying value | 194,546 | ||||||||||||||||||||||
Accrued interest | $ 15,564 | ||||||||||||||||||||||
Noteholder 9 [Member] | |||||||||||||||||||||||
Issue date | Dec. 27, 2018 | ||||||||||||||||||||||
Due date | Dec. 27, 2019 | Dec. 27, 2019 | |||||||||||||||||||||
Principal | $ 105,000 | $ 105,000 | |||||||||||||||||||||
Unamortized debt discount | $ (38,365) | (25,603) | |||||||||||||||||||||
Carrying value | 79,397 | ||||||||||||||||||||||
Accrued interest | $ 18,204 | ||||||||||||||||||||||
Noteholder 8 [Member] | |||||||||||||||||||||||
Issue date | Jan. 14, 2019 | ||||||||||||||||||||||
Due date | Jan. 14, 2020 | ||||||||||||||||||||||
Principal | $ 131,250 | $ 131,250 | |||||||||||||||||||||
Unamortized debt discount | (46,027) | ||||||||||||||||||||||
Carrying value | 85,223 | ||||||||||||||||||||||
Accrued interest | $ 7,364 | ||||||||||||||||||||||
Noteholder 8 [Member] | |||||||||||||||||||||||
Issue date | Feb. 4, 2019 | ||||||||||||||||||||||
Due date | Mar. 15, 2020 | Feb. 4, 2020 | Feb. 4, 2020 | ||||||||||||||||||||
Principal | $ 70,913 | $ 265,000 | $ 265,000 | ||||||||||||||||||||
Unamortized debt discount | (92,205) | ||||||||||||||||||||||
Carrying value | 172,795 | ||||||||||||||||||||||
Accrued interest | $ 13,824 | ||||||||||||||||||||||
Noteholder 9 [Member] | |||||||||||||||||||||||
Issue date | Feb. 5, 2019 | ||||||||||||||||||||||
Due date | Feb. 11, 2020 | Jan. 14, 2020 | Feb. 5, 2020 | ||||||||||||||||||||
Principal | $ 228,916 | $ 131,250 | $ 131,250 | ||||||||||||||||||||
Unamortized debt discount | (48,185) | ||||||||||||||||||||||
Carrying value | 83,065 | ||||||||||||||||||||||
Accrued interest | $ 6,616 | ||||||||||||||||||||||
Noteholder 11 [Member] | |||||||||||||||||||||||
Issue date | Feb. 8, 2019 | ||||||||||||||||||||||
Due date | Feb. 8, 2020 | Feb. 8, 2020 | |||||||||||||||||||||
Principal | $ 580,537 | $ 783,724 | |||||||||||||||||||||
Unamortized debt discount | (208,357) | ||||||||||||||||||||||
Carrying value | 575,367 | ||||||||||||||||||||||
Accrued interest | $ 89,627 | ||||||||||||||||||||||
Noteholder 8 [Member] | |||||||||||||||||||||||
Issue date | Mar. 15, 2019 | ||||||||||||||||||||||
Due date | Mar. 15, 2020 | ||||||||||||||||||||||
Principal | $ 70,913 | ||||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||
Carrying value | 70,913 | ||||||||||||||||||||||
Accrued interest | $ 3,093 | ||||||||||||||||||||||
Noteholder 9 [Member] | |||||||||||||||||||||||
Issue date | Mar. 15, 2019 | ||||||||||||||||||||||
Due date | Mar. 15, 2020 | Mar. 15, 2020 | |||||||||||||||||||||
Principal | $ 70,913 | $ 70,913 | |||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||
Carrying value | 70,913 | ||||||||||||||||||||||
Accrued interest | $ 2,938 | ||||||||||||||||||||||
Noteholder 12 [Member] | |||||||||||||||||||||||
Issue date | Mar. 15, 2019 | ||||||||||||||||||||||
Due date | Mar. 15, 2020 | Mar. 15, 2020 | |||||||||||||||||||||
Principal | $ 70,913 | $ 70,913 | |||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||
Carrying value | 70,913 | ||||||||||||||||||||||
Accrued interest | $ 3,093 | ||||||||||||||||||||||
Noteholder 13 [Member] | |||||||||||||||||||||||
Issue date | Mar. 15, 2019 | ||||||||||||||||||||||
Due date | Mar. 15, 2020 | Mar. 15, 2020 | |||||||||||||||||||||
Principal | $ 70,913 | $ 70,913 | |||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||
Carrying value | 70,913 | ||||||||||||||||||||||
Accrued interest | $ 3,093 | ||||||||||||||||||||||
Noteholder 3 [Member] | |||||||||||||||||||||||
Issue date | Jul. 1, 2019 | ||||||||||||||||||||||
Due date | Sep. 30, 2019 | Sep. 30, 2019 | |||||||||||||||||||||
Principal | $ 825,890 | $ 825,890 | |||||||||||||||||||||
Unamortized debt discount | |||||||||||||||||||||||
Carrying value | 825,930 | ||||||||||||||||||||||
Accrued interest | $ 18,983 | ||||||||||||||||||||||
Noteholder 8 [Member] | |||||||||||||||||||||||
Issue date | Aug. 8, 2019 | ||||||||||||||||||||||
Due date | Mar. 15, 2020 | Feb. 5, 2020 | Aug. 8, 2020 | ||||||||||||||||||||
Principal | $ 33,092 | $ 130,329 | $ 33,092 | ||||||||||||||||||||
Unamortized debt discount | $ (14,423) | (10,291) | |||||||||||||||||||||
Carrying value | 22,801 | ||||||||||||||||||||||
Accrued interest | $ 384 | ||||||||||||||||||||||
Noteholder 9 [Member] | |||||||||||||||||||||||
Issue date | Aug. 8, 2019 | ||||||||||||||||||||||
Due date | Aug. 8, 2020 | Aug. 8, 2020 | |||||||||||||||||||||
Principal | $ 33,092 | $ 33,092 | |||||||||||||||||||||
Unamortized debt discount | (10,291) | ||||||||||||||||||||||
Carrying value | 22,801 | ||||||||||||||||||||||
Accrued interest | $ 384 | ||||||||||||||||||||||
Noteholder 14 [Member] | |||||||||||||||||||||||
Issue date | Aug. 29, 2019 | ||||||||||||||||||||||
Due date | May 29, 2019 | ||||||||||||||||||||||
Principal | $ 100,000 | ||||||||||||||||||||||
Unamortized debt discount | (150,146) | ||||||||||||||||||||||
Carrying value | (50,146) | ||||||||||||||||||||||
Accrued interest | $ 964 | ||||||||||||||||||||||
Noteholder 14 [Member] | |||||||||||||||||||||||
Issue date | Aug. 30, 2019 | ||||||||||||||||||||||
Due date | May 29, 2020 | May 30, 2019 | |||||||||||||||||||||
Principal | $ 170,000 | $ 110,000 | $ 110,000 | ||||||||||||||||||||
Unamortized debt discount | (97,555) | ||||||||||||||||||||||
Carrying value | 12,445 | ||||||||||||||||||||||
Accrued interest | 747 | ||||||||||||||||||||||
Noteholder 2 [Member] | |||||||||||||||||||||||
Issue date | Jul. 2, 2018 | ||||||||||||||||||||||
Due date | Oct. 1, 2018 | Oct. 1, 2018 | |||||||||||||||||||||
Principal | $ 220,000 | 0 | $ 220,000 | ||||||||||||||||||||
Unamortized debt discount | (220) | ||||||||||||||||||||||
Carrying value | 219,780 | ||||||||||||||||||||||
Accrued interest | $ 4,340 | ||||||||||||||||||||||
Noteholder 3 [Member] | |||||||||||||||||||||||
Issue date | Jul. 2, 2018 | ||||||||||||||||||||||
Due date | Oct. 1, 2018 | Oct. 1, 2018 | |||||||||||||||||||||
Principal | $ 220,000 | 0 | $ 220,000 | ||||||||||||||||||||
Unamortized debt discount | (220) | ||||||||||||||||||||||
Carrying value | 219,780 | ||||||||||||||||||||||
Accrued interest | $ 4,340 | ||||||||||||||||||||||
Noteholder 1 [Member] | |||||||||||||||||||||||
Issue date | Aug. 14, 2018 | ||||||||||||||||||||||
Due date | Aug. 14, 2018 | Aug. 14, 2019 | |||||||||||||||||||||
Principal | $ 275,600 | 0 | $ 167,100 | ||||||||||||||||||||
Unamortized debt discount | (13,591) | ||||||||||||||||||||||
Carrying value | 153,509 | ||||||||||||||||||||||
Accrued interest | $ 2,839 | ||||||||||||||||||||||
Noteholder 5 [Member] | |||||||||||||||||||||||
Issue date | Aug. 29, 2018 | ||||||||||||||||||||||
Due date | Feb. 28, 2019 | Feb. 28, 2019 | |||||||||||||||||||||
Principal | $ 222,222 | 0 | $ 222,222 | ||||||||||||||||||||
Unamortized debt discount | (78,670) | ||||||||||||||||||||||
Carrying value | 143,552 | ||||||||||||||||||||||
Accrued interest | |||||||||||||||||||||||
Noteholder 3 [Member] | |||||||||||||||||||||||
Issue date | Sep. 13, 2018 | ||||||||||||||||||||||
Due date | Mar. 11, 2019 | ||||||||||||||||||||||
Principal | $ 0 | $ 585,000 | $ 585,000 | ||||||||||||||||||||
Unamortized debt discount | (513,062) | ||||||||||||||||||||||
Carrying value | 71,938 | ||||||||||||||||||||||
Accrued interest |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | Jan. 29, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 06, 2017 |
Debt instrument interest rate | 8.00% | |||
Debt instrument principal amount | $ 538,904 | $ 2,431,822 | ||
Proceeds from convertible debt | $ 1,270,435 | $ 2,163,750 | ||
8% Unsecured Convertible Debentures [Member] | ||||
Issuance of debentures | 5,973 | |||
Debt instrument interest rate | 8.00% | |||
Debt instrument principal amount | $ 1,000 | |||
Number of warrants to issued | 250 | |||
Proceeds from convertible debt | $ 5,973,000 | |||
Warrants exercise price | $ 0.80 | |||
Warrant term | 24 months | |||
Debt instrument term | 36 months | |||
Debt conversion price per share | $ 0.60 | |||
Convertible Debentures [Member] | ||||
Debt instrument interest rate | 6.00% | |||
Number of warrants to issued | 597,300 | |||
Warrants exercise price | $ 0.60 | |||
Warrant term | 2 years | |||
Debt conversion price per share | $ 0.60 | |||
Three Separate Debentures [Member] | ||||
Issuance of debentures | 3 | |||
Number of warrants to issued | 152,500 | |||
Proceeds from convertible debt | $ 610,000 | |||
Warrants exercise price | $ 0.80 | |||
Debt conversion price per share | $ 0.60 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | Aug. 30, 2019USD ($) | Aug. 29, 2019USD ($) | Aug. 08, 2019USD ($) | Jul. 02, 2019USD ($) | Mar. 15, 2019USD ($) | Feb. 05, 2019USD ($) | Feb. 04, 2019USD ($) | Jan. 14, 2019USD ($) | Dec. 27, 2018USD ($) | Nov. 15, 2018USD ($)$ / shares | Nov. 15, 2018USD ($)$ / shares | Oct. 02, 2018USD ($)shares | Sep. 06, 2017 | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)$ / sharesshares |
Derivative liability | $ 2,545,735 | $ 1,181,278 | |||||||||||||
Gain (loss) on derivative liability | (366,974) | 2,555,350 | |||||||||||||
Debt instrument face amount | 538,904 | 2,431,822 | |||||||||||||
Debt instrument maturity date | Sep. 6, 2024 | ||||||||||||||
Debt instrument discount | 716,714 | 753,557 | |||||||||||||
Loss on derivative fair value measurement | 3,967,933 | ||||||||||||||
Convertible debenture | 4,616,545 | ||||||||||||||
Amortized debt discount | 3,713,299 | 4,359,074 | |||||||||||||
Unamortized debt discount | 119,000 | ||||||||||||||
Conversion Features [Member] | |||||||||||||||
Derivative liability | 2,363,919 | ||||||||||||||
Gain (loss) on derivative liability | $ 1,502,833 | ||||||||||||||
Conversion Features [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||
Derivative liability measurement input | 128 | ||||||||||||||
Conversion Features [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Derivative liability measurement input | 1.75 | ||||||||||||||
Conversion Features [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||||||||||||
Derivative liability measurement input | 0.21 | ||||||||||||||
Conversion Features [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||||||||||||||
Derivative liability measurement input | 0.26 | ||||||||||||||
Conversion Features [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||||||||
Derivative liability measurement input term | 1 month 16 days | ||||||||||||||
Conversion Features [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||||||||
Derivative liability measurement input term | 8 months 2 days | ||||||||||||||
Warrants [Member] | |||||||||||||||
Derivative liability | $ 57,014 | $ 181,816 | |||||||||||||
Gain (loss) on derivative liability | 1,100,643 | ||||||||||||||
Debt instrument discount | 53,333 | ||||||||||||||
Loss on derivative fair value measurement | 3,681 | ||||||||||||||
Warrants issued | shares | 100,000 | ||||||||||||||
Warrants [Member] | October 17, 2020 to October 23, 2020 [Member] | |||||||||||||||
Derivative liability | $ 73,383 | ||||||||||||||
Warrants issued | shares | 187,000 | ||||||||||||||
Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||
Derivative liability measurement input | 128 | ||||||||||||||
Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Derivative liability measurement input | 1.75 | ||||||||||||||
Warrants [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | |||||||||||||||
Derivative liability measurement input | 0.60 | ||||||||||||||
Warrants [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | |||||||||||||||
Derivative liability measurement input | 0.80 | ||||||||||||||
Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||||||||||||
Derivative liability measurement input term | 3 months 29 days | ||||||||||||||
Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||||||||||||
Derivative liability measurement input term | 1 year 26 days | ||||||||||||||
Convertible Debenture [Member] | |||||||||||||||
Debt instrument face amount | $ 220,000 | ||||||||||||||
Debt instrument maturity date | Jan. 1, 2019 | ||||||||||||||
Convertible Debenture [Member] | October 17, 2020 to October 23, 2020 [Member] | |||||||||||||||
Debt instrument face amount | $ 374,000 | ||||||||||||||
Convertible Debenture [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||||
Derivative liability measurement input | 211 | ||||||||||||||
Convertible Debenture [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||||
Derivative liability measurement input | 223 | ||||||||||||||
Convertible Debenture [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||||||||
Derivative liability measurement input | 2.09 | ||||||||||||||
Convertible Debenture [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||||||||
Derivative liability measurement input | 2.25 | ||||||||||||||
Convertible Debenture [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||
Derivative liability measurement input term | 2 years | ||||||||||||||
Convertible Debentures [Member] | |||||||||||||||
Cash based issuance costs | 702,963 | ||||||||||||||
Shares issued, values | 1,414,907 | ||||||||||||||
Warrants to purchase common stock | 1,265,385 | ||||||||||||||
Debt issuance costs | 3,383,255 | ||||||||||||||
Convertible debenture | $ 6,583,000 | ||||||||||||||
Conversion of convertible debentures | shares | 10,971,667 | ||||||||||||||
Debt conversion, price per share | $ / shares | $ 0.60 | ||||||||||||||
Debt discount | $ 4,465,131 | ||||||||||||||
Debt discount cost with debt issuance cost | 6,853,000 | ||||||||||||||
Amortized debt discount | 1,226,994 | ||||||||||||||
Unamortized debt discount | 2,156,261 | ||||||||||||||
Debt instrument, accrued interest | 234,626 | ||||||||||||||
Convertible Debentures [Member] | Detachable Warrants [Member] | |||||||||||||||
Derivative liability | $ 3,351,160 | ||||||||||||||
Noteholder 8 [Member] | |||||||||||||||
Derivative liability | $ 220,463 | $ 220,463 | |||||||||||||
Debt instrument face amount | $ 222,600 | $ 222,600 | $ 222,600 | ||||||||||||
Debt instrument maturity date | Nov. 15, 2019 | Nov. 15, 2019 | Nov. 15, 2019 | ||||||||||||
Debt instrument discount | $ 184,957 | $ 184,957 | $ 28,054 | ||||||||||||
Loss on derivative fair value measurement | $ 35,506 | ||||||||||||||
Debt conversion, price per share | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||
Noteholder 9 [Member] | |||||||||||||||
Derivative liability | $ 98,091 | ||||||||||||||
Debt instrument face amount | $ 105,000 | $ 105,000 | |||||||||||||
Debt instrument maturity date | Dec. 27, 2019 | Dec. 27, 2019 | |||||||||||||
Debt instrument discount | $ 38,365 | $ 25,603 | |||||||||||||
Loss on derivative fair value measurement | $ 59,725 | ||||||||||||||
Noteholder 8 [Member] | |||||||||||||||
Derivative liability | $ 131,250 | ||||||||||||||
Debt instrument face amount | $ 33,092 | $ 130,329 | $ 33,092 | ||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Feb. 5, 2020 | Aug. 8, 2020 | ||||||||||||
Debt instrument discount | $ 14,423 | $ 10,291 | |||||||||||||
Loss on derivative fair value measurement | 130,329 | ||||||||||||||
Cash based issuance costs | $ 1,576 | ||||||||||||||
Noteholder 8 [Member] | |||||||||||||||
Derivative liability | $ 322,521 | ||||||||||||||
Debt instrument face amount | $ 70,913 | $ 265,000 | $ 265,000 | ||||||||||||
Debt instrument maturity date | Mar. 15, 2020 | Feb. 4, 2020 | Feb. 4, 2020 | ||||||||||||
Debt instrument discount | $ 92,205 | ||||||||||||||
Loss on derivative fair value measurement | $ 322,521 | ||||||||||||||
Cash based issuance costs | $ 10,000 | ||||||||||||||
Noteholder 9 [Member] | |||||||||||||||
Derivative liability | $ 131,250 | ||||||||||||||
Debt instrument face amount | $ 228,916 | $ 131,250 | $ 131,250 | ||||||||||||
Debt instrument maturity date | Feb. 11, 2020 | Jan. 14, 2020 | Feb. 5, 2020 | ||||||||||||
Debt instrument discount | $ 48,185 | ||||||||||||||
Loss on derivative fair value measurement | $ 228,916 | ||||||||||||||
Cash based issuance costs | $ 6,250 | ||||||||||||||
Noteholder 3 [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Derivative liability | $ 825,930 | ||||||||||||||
Debt instrument face amount | $ 1,807,875 | ||||||||||||||
Debt instrument maturity date | Sep. 30, 2019 | ||||||||||||||
Loss on derivative fair value measurement | $ 1,807,875 | ||||||||||||||
Noteholder 14 [Member] | |||||||||||||||
Debt instrument face amount | $ 110,000 | $ 170,000 | $ 110,000 | ||||||||||||
Debt instrument maturity date | May 29, 2020 | May 30, 2019 | |||||||||||||
Debt instrument discount | $ 97,555 | ||||||||||||||
Amortized debt discount | 10,000 | ||||||||||||||
Noteholder 14 [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Derivative liability | $ 170,000 | ||||||||||||||
Debt instrument face amount | $ 143,951 | ||||||||||||||
Debt instrument maturity date | May 29, 2020 | ||||||||||||||
Loss on derivative fair value measurement | $ 65,965 | ||||||||||||||
Noteholder 14 [Member] | |||||||||||||||
Debt instrument face amount | $ 100,000 | ||||||||||||||
Debt instrument maturity date | May 29, 2019 | ||||||||||||||
Debt instrument discount | $ 150,146 | ||||||||||||||
Noteholder 14 [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Derivative liability | 110,000 | ||||||||||||||
Debt instrument face amount | $ 109,936 | ||||||||||||||
Debt instrument maturity date | May 30, 2020 | ||||||||||||||
Loss on derivative fair value measurement | $ 79,183 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Liability [Abstract] | ||
Balance, September 30, 2018 | $ 1,181,278 | |
Initial measurement of derivative liabilities | 3,967,933 | |
Change in fair market value | (2,603,476) | $ (3,320,464) |
Write off due to conversion | ||
Balance, September 30, 2019 | $ 2,545,735 | $ 1,181,278 |
Derivative Liability - Summary
Derivative Liability - Summary of Gain (Loss) on Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Liability [Abstract] | ||
Day one loss due to derivatives on convertible debt | $ (2,970,450) | $ (765,114) |
Change in fair value of derivatives | 2,603,476 | 3,320,464 |
Total derivative gain (loss) | $ (366,974) | $ 2,555,350 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Warrants and Convertible Debentures Assumptions (Details) | 12 Months Ended |
Sep. 30, 2019 | |
Measurement Input, Expected Term [Member] | Convertible Debenture [Member] | |
Derivative liability, measurement input term | 2 years |
Measurement Input, Expected Term [Member] | Warrants [Member] | |
Derivative liability, measurement input term | 2 years |
Measurement Input, Price Volatility [Member] | Convertible Debenture [Member] | Minimum [Member] | |
Derivative liability measurement input | 211 |
Measurement Input, Price Volatility [Member] | Convertible Debenture [Member] | Maximum [Member] | |
Derivative liability measurement input | 223 |
Measurement Input, Price Volatility [Member] | Warrants [Member] | |
Derivative liability measurement input | 223 |
Measurement Input, Risk Free Interest Rate [Member] | Convertible Debenture [Member] | Minimum [Member] | |
Derivative liability measurement input | 2.09 |
Measurement Input, Risk Free Interest Rate [Member] | Convertible Debenture [Member] | Maximum [Member] | |
Derivative liability measurement input | 2.25 |
Measurement Input, Risk Free Interest Rate [Member] | Warrants [Member] | |
Derivative liability measurement input | 2.49 |
Expected Dividend Yield [Member] | Convertible Debenture [Member] | |
Derivative liability measurement input | 0 |
Expected Dividend Yield [Member] | Warrants [Member] | |
Derivative liability measurement input | 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at the federal statutory rate | 21.00% | 35.00% |
Effect on operating losses | (21.00%) | (35.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 3,895,231 | $ 4,071,932 |
Valuation allowance | (3,895,231) | (4,071,932) |
Net deferred tax asset |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed federal income tax expense at statutory rate is as follows. | $ (3,895,231) | $ (4,071,932) |
Depreciation and amortization | 307,802 | 253,703 |
Deferred revenue | 22,768 | 127,124 |
Common stock issued for services | 69,520 | 136,671 |
Common stock issued under employee incentive plan | 36,025 | 251,791 |
Stock option expense | 149,155 | 595,304 |
Amortization of debt discounts | 779,793 | 1,519,967 |
Default penalties on convertible notes payable | 98,378 | |
Change in derivative liability | 387,415 | 254,788 |
Change in valuation allowance | 2,044,376 | 932,585 |
Income tax expense | $ 7,694 |
Income Taxes - Schedule of Anal
Income Taxes - Schedule of Analytical Testing Services (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 3,789,815 | $ 3,365,525 |
Segment income (loss) from operations | (7,325,704) | (8,176,424) |
Total assets | 8,386,159 | 14,354,960 |
Capital expenditures | (4,246,770) | |
Depreciation and amortization | 234,477 | 202,873 |
Consulting Service [Member] | ||
Revenue | 3,000 | 176,832 |
Segment income (loss) from operations | (1,835,901) | |
Total assets | 1,534,823 | |
Capital expenditures | ||
Depreciation and amortization | ||
Testing Services [Member] | ||
Revenue | 3,786,815 | 3,188,693 |
Segment income (loss) from operations | (2,537,821) | |
Total assets | 12,836,787 | |
Capital expenditures | (4,246,770) | |
Depreciation and amortization | 724,865 | |
Corporate [Member] | ||
Revenue | ||
Segment income (loss) from operations | (3,802,702) | |
Total assets | (16,650) | |
Capital expenditures | ||
Depreciation and amortization |
Committments and Contingencie_2
Committments and Contingencies - Schedule of Future Minimum Rental Payments Under the Terms of the Lease (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 782,138 |
2020 | 970,425 |
2021 | 697,436 |
2022 | 549,390 |
2023 | 347,475 |
Thereafter | 27,911 |
Total | $ 3,374,775 |
Revenue Concentration - (Detail
Revenue Concentration - (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | ||
Revenues | $ 3,789,815 | $ 3,365,525 |
Revenues description | The Company did not have any customer that represented greater than 10% of revenues during the years ended September 30, 2019 or 2018. |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Stock Option and Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Stock Options And Warrants | ||
Beginning balance, Shares | 4,638,050 | 655,000 |
Granted, Shares | 846,920 | 4,073,000 |
Exercised, Shares | ||
Forfeited, Shares | (90,000) | |
Expired, Shares | ||
Ending balance, Shares | 5,484,970 | 4,638,050 |
Weighted-Average Exercise Price Per Share, Beginning balance | $ 0.784 | $ 0.902 |
Weighted-Average Exercise Price Per Share, Granted | 0.519 | 0.767 |
Weighted-Average Exercise Price Per Share, Exercised | ||
Weighted-Average Exercise Price Per Share, Forfeited | 0.878 | |
Weighted-Average Exercise Price Per Share, Expired | ||
Weighted-Average Exercise Price Per Share, Ending balance | $ 0.742 | $ 0.784 |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Outstanding and Exercisable Options and Warrants (Details) - $ / shares | 11 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Number of Option Shares, Outstanding | 5,484,970 | 5,484,970 | 4,638,050 |
Weighted Average Exercise Price, Outstanding | $ 0.742 | $ 0.742 | $ 0.784 |
Weighted Average Remaining Life (Years), Outstanding | 1 year 11 months 12 days | 3 years 38 months 19 days | |
Number of Option Shares, Exercisable | 4,713,720 | 4,713,720 | 3,866,800 |
Weighted Average Exercise Price, Exercisable | $ 0.718 | $ 0.718 | $ 0.763 |
Exercise Prices One [Member] | |||
Number of Option Shares, Outstanding | 200,000 | 200,000 | 110,000 |
Weighted Average Exercise Price, Outstanding | $ 0.225 | $ 0.225 | $ 0.400 |
Weighted Average Remaining Life (Years), Outstanding | 4 years 8 months 16 days | 2 years 10 months 17 days | |
Number of Option Shares, Exercisable | 200,000 | 200,000 | 110,000 |
Weighted Average Exercise Price, Exercisable | $ 0.225 | $ 0.225 | $ 0.400 |
Exercise Prices Two [Member] | |||
Number of Option Shares, Outstanding | 110,000 | 110,000 | 165,000 |
Weighted Average Exercise Price, Outstanding | $ 0.400 | $ 0.400 | $ 0.500 |
Weighted Average Remaining Life (Years), Outstanding | 1 year 10 months 17 days | 2 years 11 months 12 days | |
Number of Option Shares, Exercisable | 110,000 | 110,000 | 162,500 |
Weighted Average Exercise Price, Exercisable | $ 0.400 | $ 0.400 | $ 0.500 |
Exercise Prices Three [Member] | |||
Number of Option Shares, Outstanding | 330,000 | 330,000 | 597,300 |
Weighted Average Exercise Price, Outstanding | $ 0.420 | $ 0.420 | $ 0.600 |
Weighted Average Remaining Life (Years), Outstanding | 4 years 3 months 19 days | 1 year 3 months 29 days | |
Number of Option Shares, Exercisable | 330,000 | 330,000 | 597,300 |
Weighted Average Exercise Price, Exercisable | $ 0.420 | $ 0.420 | $ 0.600 |
Exercise Prices Four [Member] | |||
Number of Option Shares, Outstanding | 165,000 | 165,000 | 145,000 |
Weighted Average Exercise Price, Outstanding | $ 0.500 | $ 0.500 | $ 0.650 |
Weighted Average Remaining Life (Years), Outstanding | 1 year 11 months 12 days | 4 years 26 days | |
Number of Option Shares, Exercisable | 162,500 | 162,500 | 36,250 |
Weighted Average Exercise Price, Exercisable | $ 0.500 | $ 0.500 | $ 0.650 |
Exercise Prices Five [Member] | |||
Number of Option Shares, Outstanding | 627,220 | 627,220 | 3,195,750 |
Weighted Average Exercise Price, Outstanding | $ 0.600 | $ 0.600 | $ 0.800 |
Weighted Average Remaining Life (Years), Outstanding | 4 months 13 days | 2 years 8 months 26 days | |
Number of Option Shares, Exercisable | 627,220 | 627,220 | 2,808,250 |
Weighted Average Exercise Price, Exercisable | $ 0.600 | $ 0.600 | $ 0.800 |
Exercise Prices Six [Member] | |||
Number of Option Shares, Outstanding | 145,000 | 145,000 | 100,000 |
Weighted Average Exercise Price, Outstanding | $ 0.650 | $ 0.650 | $ 0.850 |
Weighted Average Remaining Life (Years), Outstanding | 3 years 26 days | 4 years 6 months 18 days | |
Number of Option Shares, Exercisable | 36,250 | 36,250 | |
Weighted Average Exercise Price, Exercisable | $ 0.650 | $ 0.650 | $ 0.850 |
Exercise Prices Seven [Member] | |||
Number of Option Shares, Outstanding | 3,482,750 | 3,482,750 | 25,000 |
Weighted Average Exercise Price, Outstanding | $ 0.800 | $ 0.800 | $ 1.050 |
Weighted Average Remaining Life (Years), Outstanding | 1 year 8 months 5 days | 5 years 15 days | |
Number of Option Shares, Exercisable | 3,095,250 | 3,095,250 | |
Weighted Average Exercise Price, Exercisable | $ 0.800 | $ 0.800 | $ 1.050 |
Exercise Prices Eight [Member] | |||
Number of Option Shares, Outstanding | 100,000 | 100,000 | 220,000 |
Weighted Average Exercise Price, Outstanding | $ 0.850 | $ 0.850 | $ 1.260 |
Weighted Average Remaining Life (Years), Outstanding | 3 years 6 months 18 days | 3 years 9 months | |
Number of Option Shares, Exercisable | 110,000 | ||
Weighted Average Exercise Price, Exercisable | $ 0.850 | $ 0.850 | $ 1.260 |
Exercise Prices Nine [Member] | |||
Number of Option Shares, Outstanding | 25,000 | 25,000 | 10,000 |
Weighted Average Exercise Price, Outstanding | $ 1.050 | $ 1.050 | $ 1.300 |
Weighted Average Remaining Life (Years), Outstanding | 4 years 15 days | 3 years 18 days | |
Number of Option Shares, Exercisable | 7,500 | ||
Weighted Average Exercise Price, Exercisable | $ 1.050 | $ 1.050 | $ 1.300 |
Exercise Prices Ten [Member] | |||
Number of Option Shares, Outstanding | 220,000 | 220,000 | 60,000 |
Weighted Average Exercise Price, Outstanding | $ 1.260 | $ 1.260 | $ 1.386 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 9 months | 3 years 9 months | |
Number of Option Shares, Exercisable | 110,000 | 110,000 | 30,000 |
Weighted Average Exercise Price, Exercisable | $ 1.260 | $ 1.260 | $ 1.386 |
Exercise Prices Eleven [Member] | |||
Number of Option Shares, Outstanding | 10,000 | 10,000 | 10,000 |
Weighted Average Exercise Price, Outstanding | $ 1.300 | $ 1.300 | $ 1.666 |
Weighted Average Remaining Life (Years), Outstanding | 2 years 18 days | 3 years 10 months 3 days | |
Number of Option Shares, Exercisable | 7,500 | 7,500 | 5,000 |
Weighted Average Exercise Price, Exercisable | $ 1.300 | $ 1.300 | $ 1.666 |
Exercise Price Twelve [Member] | |||
Number of Option Shares, Outstanding | 60,000 | 60,000 | |
Weighted Average Exercise Price, Outstanding | $ 1.386 | $ 1.386 | |
Weighted Average Remaining Life (Years), Outstanding | 2 years 9 months | ||
Number of Option Shares, Exercisable | 30,000 | 30,000 | |
Weighted Average Exercise Price, Exercisable | $ 1.386 | $ 1.386 | |
Exercise Price Thirteen [Member] | |||
Number of Option Shares, Outstanding | 10,000 | 10,000 | |
Weighted Average Exercise Price, Outstanding | $ 1.666 | $ 1.666 | |
Weighted Average Remaining Life (Years), Outstanding | 2 years 10 months 3 days | ||
Number of Option Shares, Exercisable | 5,000 | 5,000 | |
Weighted Average Exercise Price, Exercisable | $ 1.666 | $ 1.666 |
Stock Options and Warrants - _2
Stock Options and Warrants - Schedule of Stock Option Granted Assumptions (Details) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Expected term of options granted | 5 years | |
Expected volatility | 14.63% | |
Risk-free interest rate | 2.94% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term of options granted | 1 year | |
Expected volatility | 103.00% | |
Risk-free interest rate | 2.00% | |
Maximum [Member] | ||
Expected term of options granted | 5 years | |
Expected volatility | 122.00% | |
Risk-free interest rate | 2.67% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 30, 2020USD ($) | Mar. 05, 2020USD ($) | Jan. 28, 2020USD ($) | Jan. 13, 2020USD ($)TradingDays | Dec. 23, 2019USD ($)TradingDays | Nov. 04, 2019USD ($)TradingDays | Sep. 06, 2017USD ($) | May 19, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares |
Common shares issued for conversion, value | $ 388,000 | $ 1,386,000 | ||||||||
Debt instrument face amount | 538,904 | 2,431,822 | ||||||||
Proceeds from convertible debt | $ 1,270,435 | $ 2,163,750 | ||||||||
Debt instrument interest rate | 8.00% | |||||||||
Debt instrument maturity date | Sep. 6, 2024 | |||||||||
Debt original principal amount | $ 100,000 | |||||||||
Common Stock [Member] | ||||||||||
Conversion of convertible debentures | shares | 2,054,887 | 4,918,580 | ||||||||
Conversion of convertible debentures, value | $ 687,200 | $ 2,805,008 | ||||||||
Common shares issued for conversion | shares | 669,362 | 2,309,997 | ||||||||
Common shares issued for conversion, value | $ 388,000 | $ 1,386,000 | ||||||||
Common shares issued for services | shares | 1,038,017 | 131,250 | ||||||||
Subsequent Event [Member] | ||||||||||
Settlement amount | $ 35,000 | |||||||||
Settlement payable in cash | 25,000 | |||||||||
Subsequent Event [Member] | Paul Tomaso and Jonah Barber [Member] | ||||||||||
Debt original principal amount | $ 750,000 | |||||||||
Subsequent Event [Member] | Michele Malaret and Gordon Griswold [Member] | ||||||||||
Debt original principal amount | $ 500,000 | |||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||
Proceeds from convertible debt | $ 50,000 | $ 121,000 | $ 31,516 | |||||||
Debt instrument maturity date | Jan. 13, 2021 | Dec. 23, 2020 | Nov. 4, 2020 | |||||||
Debt instrument trading days percentage | 35.00% | 35.00% | 35.00% | |||||||
Debt instrument convertible trading days | TradingDays | 15 | 15 | 15 | |||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Party [Member] | ||||||||||
Debt instrument face amount | $ 52,500 | $ 137,375 | $ 33,516 | |||||||
Debt instrument interest rate | 8.00% | 8.00% | 8.00% | |||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Third Party [Member] | ||||||||||
Debt instrument face amount | $ 2,500 | $ 163,785 | $ 2,000 | |||||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | ||||||||||
Proceeds from convertible debt | $ 50,000 | $ 121,000 | $ 31,516 | |||||||
Debt instrument maturity date | Jan. 13, 2021 | Dec. 23, 2020 | Nov. 4, 2020 | |||||||
Debt instrument trading days percentage | 35.00% | 35.00% | 35.00% | |||||||
Debt instrument convertible trading days | TradingDays | 15 | 15 | 15 | |||||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | Unrelated Party [Member] | ||||||||||
Debt instrument face amount | $ 52,500 | $ 137,375 | $ 33,516 | |||||||
Debt instrument interest rate | 8.00% | 8.00% | 8.00% | |||||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | Third Party [Member] | ||||||||||
Debt instrument face amount | $ 2,500 | $ 163,785 | $ 2,000 | |||||||
Subsequent Event [Member] | Convertible Notes Payable - Exchanged Note [Member] | Unrelated Party [Member] | ||||||||||
Debt instrument face amount | $ 274,345 | |||||||||
Debt instrument interest rate | 10.00% | |||||||||
Debt instrument maturity date | Feb. 8, 2020 | |||||||||
Debt instrument trading days percentage | 30.00% | |||||||||
Debt instrument convertible trading days | TradingDays | 15 | |||||||||
Subsequent Event [Member] | Convertible Notes Payable - Exchanged Note One [Member] | Unrelated Party [Member] | ||||||||||
Debt instrument face amount | $ 274,345 | |||||||||
Debt instrument interest rate | 10.00% | |||||||||
Debt instrument maturity date | Feb. 8, 2020 | |||||||||
Debt instrument trading days percentage | 30.00% | |||||||||
Debt instrument convertible trading days | TradingDays | 15 | |||||||||
Subsequent Event [Member] | Common Stock Issuances [Member] | ||||||||||
Conversion of convertible debentures | shares | 35,170,123 | |||||||||
Conversion of convertible debentures, value | $ 1,518,022 | |||||||||
Conversion of interest on convertible debentures | shares | 4,452,443 | |||||||||
Conversion of interest on convertible debentures, value | $ 203,820 | |||||||||
Common shares issued for conversion | shares | 681,183 | |||||||||
Common shares issued for conversion, value | $ 23,000 | |||||||||
Common shares issued for deferral of executive compensation | shares | 7,353,538 | |||||||||
Common shares issued for vesting of restricted stock grants | shares | 385,000 | |||||||||
Common shares issued for services | shares | 3,930,000 | |||||||||
Common shares issued for settlement of lawsuit | shares | 144,928 | |||||||||
Common shares issued for settlement of accounts payable | shares | 26,666 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Settlement amount | $ 10,000 |