STOCKHOLDERS' EQUITY

6 Months Ended

Mar. 31, 2015

Notes to Financial Statements

NOTE 5 - STOCKHOLDERS' EQUITY

Preferred Stock

Effective January 27, 2015, the Company adopted an amendment to the articles of incorporation to authorize the issuance of preferred stock with preferences, limitations, and relative rights designated by our board of directors (the "Preferred Shares"). The amendment to our articles of incorporation will authorize the issuance of up to 50,000,000 Preferred Shares, with different series under the discretion of our board of directors, without any action on the part of the stockholders. 

The Company completed a merger with ALP. Upon consummation of the merger, the Series B Preferred Stock outstanding was retired whereby Arrayit became the majority shareholder. In connection with the merger, the Company's officers entered into a voting agreement with Arrayit to decrease their voting interest to less than 50%. As of March 31, 2015 Arrayit voting interest was reduced to 42%.

Common Stock

During the six months ended March 31, 2015 the Company sold 2,766,666 shares of our common stock to certain investors for a total of $355,000. To effect this transaction, the Company paid a finder's fee of $15,000.

During the six months ended March 31, 2015, the Company issued 15,000 shares of our common stock for consulting services valued at $3,193.

Stock Options and Warrants

On March 10, 2015, in conjunction with the reverse recapitalization discussed in Note 1, Issuers Capital Advisors, LLC, an entity controlled by the Company's President and CEO, was granted 5,000,000 warrants with immediate vesting, a term of 5 years and an exercise price of $0.0001. These warrants were evaluated in accordance with ASC 718-20 "Stock compensation-award" since an officer and director controls the entity and were classified as equity. During the three months ended March 31, 2015, these warrants were exercised for cash proceeds of $500. The Company recorded the $641,126 fair value of these warrants as a cost of the merger. The fair value of the warrants on the issuance date were valued at $0.128 per share, using recent sales to unaffiliated investors. The Company evaluated its past trading history and concluded that it is a thinly traded stock and that past cash sales to unaffiliated investors was the best measure of fair value. The Company determine the fair value of these warrants using the following (level 3 inputs):

Stock price	$	0.128
Term (years)		2.5
Volatility		145	%
Risk-free interest rate		1.62	%
Exercise price	$	0.0001
Dividend yield		0.00	%

On March 31, 2015, Issuer Capital Advisors, LLC, exercised 2,000,000 warrants with an exercise price of $0.0001 for cash proceeds of $200.

On March 31, 2015, options for a total 4,000,000 were exercised at $0.0001 per a cashless exercise into 3,882,352 shares of our common stock. On March 31, 2015, 6,000,000 options of our common stock were exercised for total proceeds of $600. Both of these options were exercised by Gregg Linn and Steven Scott, officers of the company.

Warrants

The following table reflects a summary of common stock warrants outstanding and warrant activity during the periods:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Term (Years)		Aggregate Intrinsic Value
Warrants outstanding at September 30, 2014		2,000,000		$	0.0001		4.9	$	-
Changes during the year:
Granted		5,000,000			0.0001		5.0		-
Exercised		(7,000,000	)		0.0001		4.9		-
Forfeited		-			-		-		-
Warrants outstanding at March 31, 2015		-		$	-		-	$	-
Warrants exercisable at end of period		-		$	-		-	$	-

Stock Options

Stock option activity summary covering options is presented in the table below:

	Number of Options			Weighted Average Exercise Price			Weighted Average Term (Years)		Aggregate Intrinsic Value
Options outstanding at September 30, 2014		10,000,000		$	0.02			6.2	$	-
Changes during the year:
Granted		-			-			-		-
Exercised		(9,882,352	)		(0.02	)		5.8		-
Forfeited		(117,648	)		(0.05	)		2.7		-
Options outstanding at March 31, 2015		-		$	-			-	$	-
Options exercisable at end of period		-		$	-			-	$	-