10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2016

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________ .

Commission File Number:000-12350

SIGNAL BAY, INC.

 (Exact name of registrant as specified in its charter)

Colorado	47-1890509
(State of Incorporation)	(I.R.S. Employer Identification No.)
62930 O. B. Riley Rd, Suite 300, Bend, OR	97703
(Address of principal executive offices)	(Zip Code)

(541) 633-4568

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Non-accelerated filer	¨
Accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class	Outstanding as of April 19, 2017
Common stock, par value $0.0001 per share	952,467,800
Class A Preferred Stock, par value $0.0001 per share	0
Class B Preferred Stock, par value $0.0001 per share	5,000,000
Class C Preferred Stock, par value $0.0001 per share	500,000
Class D Preferred Stock, par value $0.0001 per share	832,500

 SIGNAL BAY, INC.

FORM 10-Q

December 31, 2016

TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Control and Procedures	30
PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

2

PART I -- FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

SIGNAL BAY, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
	December 31, 2016			September 30, 2016
ASSETS
Current assets
Cash	$	151,883		$	57,486
Accounts receivable		241,521			9,483
Prepaid expenses		12,176			-
Other current asset		-			40,000
Note receivable		-			25,000
Total current assets		405,580			131,969
Fixed assets, net of accumulated depreciation of $96,523 and $68,610, respectively		409,974			205,842
Security deposits		9,271			6,476
Intangible assets, net of accumulated amortization of $74,243 and $49,319		638,658			426,301
Goodwill		2,415,057			1,415,408
Total assets	$	3,878,540		$	2,185,996
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	518,427		$	223,316
Client deposits		151,049			22,500
Interest payable		41,610			27,197
Capital lease obligation, current		29,510			-
Derivative liability		190,280			775,246
Convertible notes payable, net of discounts of $33,130 and $121,496, respectively		120,171			257,605
Loan payable, current		45,688			77,375
Loans payable, related party, current		368,376			333,007
Total current liabilities		1,465,111			1,716,246
Capital lease obligation, net of current portion		75,610			-
Loans payable, related party, net of current portion		1,408,412			876,751
Total liabilities		2,949,133			2,592,997
Stockholders' equity (deficit)
Series A Convertible Preferred Stock, Par Value $0.0001; 1,840,000 authorized; 0 and 1,840,000 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively		-			184
Series B Convertible Preferred Stock, Par Value $0.0001; 5,000,000 authorized; 5,000,000 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively		500			500
Series C Convertible Preferred Stock, Par Value $0.0001; 500,000 authorized; 500,000 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively		50			50
Series D Convertible Preferred Stock, Par Value $.0001; 1,000,000 authorized; 832,500 and 48,000 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively		83			5
Common Stock, Par Value $.0001, 3,000,000,000 authorized; 946,192,800 and 850,064,268 issued and outstanding at December 31, 2016 and September 30, 2016, respectively		94,619			85,006
Additional Paid in Capital		5,499,334			3,351,452
Accumulated Deficit		(4,857,894	)		(4,032,177	)
Total stockholders' equity (deficit)		736,692			(594,980	)
Non-controlling interest		192,715			187,979
Total equity (deficit)		929,407			(407,001	)
Total liabilities and stockholders' equity (deficit)	$	3,878,540		$	2,185,996

The accompanying notes are an integral part of these unaudited consolidated financial statements. 

3

SIGNAL BAY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended December 31,
Revenues	2016			2015
Testing services	$	568,578		$	39,638
Consulting services		99,878			131,086
Total revenue		668,456			170,724
Cost of revenue
Testing services		559,277			100,896
Consulting services		12,500			37,534
Depreciation and amortization		18,302			-
Total cost of revenue		590,079			138,430
Gross margin		78,377			32,294
Operating expenses
Selling, general and administrative		435,158			123,809
Depreciation and amortization		34,535			12,030
Total operating expenses		469,693			135,839
Loss from operations		(391,316	)		(103,545	)
Other income (expense)
Interest expense		(323,422	)		(51,753	)
Loss on disposal of asset		-			(719	)
(Loss) gain on change in fair market value of derivative liabilities		(106,243	)		86,413
Total other income (expense)		(429,665	)		33,941
Net loss	$	(820,981	)	$	(69,604	)
Gain (loss) attributable to non-controlling interest		4,736			(4,721	)
Net loss attributable to Signal Bay, Inc.	$	(825,717	)	$	(64,883	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding		883,348,109			399,435,484

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

SIGNAL BAY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three months ended December 31,
	2016			2015
Cash flows from operating activities
Net loss	$	(820,981	)	$	(69,604	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		166,924			48,999
Loss on disposal of asset		-			719
Depreciation and amortization expense		52,837			12,030
Amortization of debt discount		293,316			51,250
Loss (gain) on derivative liability		106,243			(86,413	)
Reduction of security deposit for rent expense		2,095			-
Changes in operating assets and liabilities:
Accounts receivable		(210,271	)		4,805
Prepaid expenses		(11,876	)		5,000
Other current asset		40,000			-
Security deposits		(4,190	)		(6,476	)
Accounts payable and accrued liabilities		221,243			19,039
Interest payable		28,420			-
Customer deposits		128,549			18,975
Net cash used in operating activities		(7,691	)		(1,676	)
Cash flows from investing activities
Purchase of equipment		(26,314	)		(9,253	)
Net cash paid in acquisitions of subsidiaries		(6,930	)		-
Net cash used in investing activities		(33,244	)		(9,253	)
Cash flows from financing activities
Proceeds from the issuance of series D preferred stock		114,500			-
Proceeds from convertible notes, net of original issue discounts and fees		70,000			-
Payment on loan payable		(31,687	)		-
Proceeds from notes payable - related party		80,000			-
Payments on notes payable - related party		(97,481	)		(3,263	)
Net cash provided by financing activities		135,332			(3,263	)
Net cash increase for period		94,397			(14,192	)
Cash balance, beginning of period		57,486			25,966
Cash balance, end of period	$	151,883		$	11,774
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	91
Cash paid for income tax	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible note and accrued interest into common stock	$	316,457		$	-
Conversion of Series A Preferred stock to common stock	$	4,388		$	-
Reclassification of derivative liability to additional paid in capital	$	889,509		$	-
Acquisition of Green Style Consulting assets through issuance of preferred shares and note payable	$	260,000		$	-
Acquisition of Greenhaus Analytical Labs, LLC through issuance of preferred shares and note payable	$	800,000		$	-
Debt discount from derivative liability	$	198,300		$	-
Capital leases financed through accounts payable	$	105,120		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

SIGNAL BAY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

NOTE 1 – NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS

Signal Bay, Inc., a Colorado corporation and its subsidiaries provide advisory, management and analytical testing services to the emerging legalized cannabis industry. Signal Bay, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979 the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and assumed its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. The Company has selected September 30 as its fiscal year end. Signal Bay, Inc. is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon.

As a part of and prior to the consummation of the reverse merger, William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc., purchased 28,811,933 shares of the Company (80% of the issued and outstanding common stock) from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Signal Bay Research was acquired through the issuance of 254,188,067 shares of common stock and 5,000,000 shares of Series B Preferred Stock to Mr. Waldrop and Ms. Glauser, pro rata. After the reverse merger, William Waldrop and Lori Glauser individually each own 127,500,000 shares of common stock and 2,500,000 shares of Series B Preferred stock in the Company. Immediately prior to the reverse merger, neither William Waldrop nor Lori Glauser had any interest in the Company. Immediately after to the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014, and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. 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 Signal Bay.

On September 17, 2015, Signal Bay entered into a share exchange agreement with CR Labs, Inc., an Oregon Corporation, pursuant to which the company issued 40,000,000 shares of the Company’s common stock resulting in exchange for 80% of the outstanding common stock of CR Labs, Inc.

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 in to an Asset Purchase Agreement with Green Style Consulting, LLC which was closed on November 1, 2016.

6

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted

Principles of Consolidation 

The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation.

The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation. 

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Signal Bay, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc.’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.

7

Reclassification of Prior Period Presentation

Certain amounts have been reclassified on the September 30, 2016 balance sheet to conform to current period presentation. Specifically, websites and domains net of accumulated amortization of $31,178 have been reclassified on the balance sheet to be included in intangibles assets where previously they were included in fixed assets. These reclassifications have no impact on net loss.

Financial Instruments

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 of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on
December 31, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	190,280	$	190,280

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, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	775,246	$	775,246

Recently Issued Accounting Pronouncements

In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.

8

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three months ended December 31, 2016 or 2015.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

NOTE 3 – ACQUISITIONS

Greenhaus Analytical Labs, LLC (or “GHA”)

On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of Greenhaus Analytical Labs, LLC. for 460,000 shares of Series “D” preferred stock and a $340,000 promissory note.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, prepaid expenses, security deposits, customer lists, certain testing licenses and property, plant and equipment) and liabilities assumed (accounts payable, related party payables and notes payable) at fair value as of the acquisition date. The cash, accounts receivable and accounts payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 460,000 shares of Series “D” preferred stock, valued at $460,000 and a $340,000 promissory note for total consideration of $800,000. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
CASH	$	13,070
ACCOUNTS RECEIVABLE		21,767
PREPAID EXPENSES		300
SECURITY DEPOSITS		700
PROPERTY PLANT AND EQUIPMENT		81,311
LICENSE		132,668
CUSTOMER LIST		43,562
GOODWILL		800,000
TOTAL ASSETS ACQUIRED	$	1,093,378
LIABILITIES ASSUMED
ACCOUNTS PAYABLE	$	(73,866	)
RELATED PARTY PAYABLES		(194,512	)
NOTES PAYABLE		(25,000	)
TOTAL LIABILITIES ASSUMED		(293,378	)
NET ASSETS ACQUIRED FROM GHA ACQUISITION	$	800,000

9

Green Style Consulting, LLC

On October 26, 2016, the Company entered in to an Asset Purchase Agreement with Green Style Consulting, LLC. Effective, November 1, 2016, the company owned all assets of Green Style Consulting, LLC d/b/a Green Style Analytics, including 1,300 client names, analytical testing equipment, brands/websites, and the vanity toll-free number 844-420-TEST for 210,000 shares of Series “D” preferred stock, $20,000 cash down payment and a $50,000 promissory note.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (customer lists and property, plant and equipment) at fair value as of the acquisition date. The property, plant and equipment were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 210,000 shares of Series “D” preferred stock, valued at $210,000, a cash payment of $20,000 and a $50,000 promissory note for total consideration of $280,000. Additionally, the Company has agreed to pay the sellers 20% of Evio California, Inc.’s net profits effective November 1, 2016 for a period of three years ending October 31, 2019. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
PROPERTY PLANT AND EQUIPMENT	$	19,300
CUSTOMER LIST		61,051
GOODWILL		199,649
TOTAL ASSETS ACQUIRED	$	280,000
LIABILITIES ASSUMED		-
NET ASSETS ACQUIRED FROM GREEN STYLE ACQUISITION	$	280,000

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.

SIGNAL BAY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended December 31,
Revenues	2016			2015
Testing services	$	608,774		$	71,142
Consulting services		99,878			131,086
Total revenue		708,652			202,228
Cost of revenue
Testing services		596,813			123,732
Consulting services		12,500			37,534
Total cost of revenue		609,313			161,266
Gross margin		99,339			40,962
Operating expenses
Selling, general and administrative		439,259			156,535
Depreciation and amortization		28,660			12,030
Total operating expenses		467,919			168,565
Loss from operations		(368,580	)		(127,603	)
Other income (expense)
Interest expense		(323,878	)		(52,775	)
Loss on disposal of asset		-			(719	)
(Loss) gain on change in fair market value of derivative liabilities		(106,243	)		86,413
Total other income (expense)		(430,121	)		32,919
Net loss	$	(798,701	)	$	(94,684	)

10

Future Amortization

The future amortization associated with the intangible assets acquired in the above mentioned and prior acquisitions is as follows:

For the years ended September 30,	Amortization
2017	$	101,723
2018		135,630
2019		135,630
2020		135,630
2021		93,455
Thereafter		3,955
Total	$	606,023

NOTE 4 – RELATED PARTY TRANSACTIONS

Through September 30, 2016, the Company received loans from its Chief Operating Officer totaling $96,000. Through September 30, 2016, the Company made repayments totaling $4,295. There were no repayments made during the three months ended December 31, 2016. There was $91,705 due as of December 31, 2016 and September 30, 2016, and is 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 three months ended December 31, 2016 and 2015, the Company incurred total expenses of $14,548 and $21,400 for management consulting services performed by Newport Commercial Advisors, an entity fully owned and controlled by our Chief Executive Officer. There was not a balance payable to Newport Commercial Advisors as of December 31, 2016 or September 30, 2016.

During the three months ended December 31, 2016, the Company received loans from its Chief Executive Officer totaling $80,000. The loans are non-interest bearing and due on demand. There was $80,000 due as of December 31, 2016.

During the three months ended December 31, 2016 the Company made repayments to Eric Ezrine, a shareholder of CR Labs, on an outstanding note payable totaling $3,574. The loans carry an interest rate of 0% per annum. There was $9,695 and $13,269 due as of December 31, 2016 and September 30, 2016, respectively. Additionally, the Company entered into a severance agreement with Mr. Ezrine whereby it agreed to make payments totaling $44,500 through August 2018. The Company made repayments of $4,000 during the three months ended December 31, 2016. There was $40,500 and $44,500 accrued as of December 31, 2016 and September 30, 2016.

Through March 31, 2016, our executive, administrative and operating offices were located at 2996 Panorama Ridge Dr. Henderson, NV 89052. The office space was being provided by one of our Directors at no cost to the Company.

On May 24, 2016, the Company executed an asset purchase agreement with Sara Lausmann, managing member owner of Oregon Analytical Services, LLC, for $972,500. The terms of the purchase required the issuance of 200,000 shares of Series C Preferred Stock, valued at $80,000, $72,500 in a short-term loan and $700,000 in a long-term note. During the three months ended December 31, 2016, the Company repaid $13,808 to Sara Lausmann, Vice President Client Services. The total amount owed is $723,776 and $737,584 as of December 31, 2016 and September 30, 2016, respectively. As of December 31, 2016 and September 30, 2016, $23,776 and $37,584 and $700,000 and $700,000 are included in the accompanying consolidated balance sheets as current and long-term portions of notes payable to related party, respectively. The notes carry interest at a rate of 5% per annum and had accrued interest totaling $22,642 and $13,521 due as of December 31, 2016 and September 30, 2016, respectively.

11

On June 1, 2016, the company executed a share purchase agreement with Anthony Smith, for the purchase of 80% of Smith Scientific Industries for $636,000. The terms of the purchase required the issuance of 300,000 shares of Series C Preferred Stock, valued at $135,000 and $336,000 in a promissory note. During the three months ended December 31, 2016, the Company repaid $25,000 to Anthony Smith, our Chief Science Officer. The note carries interest at a rate of 5% per annum. There was $286,000 and $311,000 of principal due as of December 31, 2016 and September 30, 2016 and $8,859 and $5,155 of accrued interest due as of December 31, 2016 and September 30, 2016, respectively.

On October 19, 2016, the Company assumed a $194,512 payable due to Henry Grimmett, and officer of Greenhaus and current Director of the Company, with its acquisition of Greenhaus Analytical Services, LLC. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly. During the three months ended December 31, 2016, the Company made repayments totaling $11,100. There was a total of $183,412 due as of December 31, 2016 of which $100,000 is current and $83,412 is long term.

On October 19, 2016, the Company entered into a $340,000 note payable as part of its acquisition of Greenhaus Analytical Services, LLC. The note carries interest at a rate of 6% per annum and matures on October 16, 2020. There was $340,000 of principal and $4,248 of accrued interest due as of December 31, 2016.

On November 1, 2016, the Company entered into a $50,000 note payable to Green Style Consulting, LLC as part of the asset purchase agreement . Green Style Consulting, LLC Managing Member is our General Manager Northern California, who was hired by the Company concurrent to the asset purchase. The note carries interest at a rate of 5% per annum and matures on October 31, 2018. During the three months ended December 31, 2016, the Company made repayments of $1,000. There was $49,000 of principal and $411 of accrued interest due as of December 31, 2016.

Through September 30, 2016, the Company borrowed a total of $16,200 from our Chief Science Officer to fund operations. The loans are non-interest bearing, due on demand and as such are included in current liabilities. During the three months ended December 31, 2016, the Company made repayments totaling $3,000. There was $13,200 and $16,200 due as of December 31, 2016 and September 30, 2016, respectively.

NOTE 5 – EQUITY TRANSACTIONS

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.

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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.

All 1,840,000 outstanding Series A Convertible Stock was converted into 43,875,385 of common shares during the three months ended December 31, 2016.

The Company has 0 and 1,840,000 shares of Series A Convertible Stock issued and outstanding as December 31, 2016 and September 30, 2016, respectively.

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 hundred (100) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 100 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock.

In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

The company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply.

The company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 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 December 31, 2016 and September 30, 2016.

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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 hundred (500) 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 a 500 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 10,000 shares of Common Stock.

In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

The company has evaluated the Series 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.

During the year ended September 30, 2016, the Company issued 300,000 shares of Series C Preferred Stock for the acquisition of Smith Scientific Industries, Inc. and 200,000 shares of Series C Preferred Stock for the acquisition of the assets of Oregon Analytical Services.

There were 500,000 shares of Series C Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016.

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.

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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.

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.

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 a 250 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 50,000 shares of Common Stock.

In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

The company has evaluated the Series 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 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.

During the year ended September 30, 2016, the Company issued 48,000 shares of Series D Preferred Stock for cash proceeds of $48,000. During the three months ended December 31, 2016, the Company issued 114,500 shares of Series D Preferred Stock for cash proceeds of $114,500 and 670,000 shares of Series D Preferred Stock, valued at $670,000, in conjunction with the acquisitions as discussed in Note 3.

There were 832,500 and 48,000 shares of Series D Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016, respectively.

Common Stock

During the year ended September 30, 2016, the Company issued 6,087,500 common shares valued at $46,473 under its employee equity incentive plan; 401,032,581 common shares for the conversion of $207,367 of outstanding principal on convertible notes payable; 1,468,582 common shares for the conversion of $4,135 of convertible accrued interest and 42,827,010 common shares for services valued at $138,447. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

During the three months ended December 31, 2016, the Company issued 7,976,150 common shares valued at $149,716 for services; 43,875,285 common shares for the conversion of 1,840,000 shares of Series A Preferred Stock; 41,851,494 common shares for the conversion of $302,450 of outstanding principal on convertible notes payable and 2,425,603 for the conversion of $14,006 of convertible accrued interest. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

There were 946,192,800 and 850,064,268 shares of common stock issued and outstanding at December 31, 2016 and September 30, 2016, respectively.

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NOTE 6 – LOANS PAYABLE

The Company had the following loans payable outstanding as of December 31, 2016 and September 30, 2016:

	December 31, 2016		September 30, 2016
On July 22, 2016, the Company entered into a Purchase and Sale of Future Receivables agreement (the “Agreement”) with 1 Global Capital, LLC (“1GC”) for $50,000. The Agreement calls for 160 daily payments of $437.50, due on business days, for total payments of $70,000. The Company recognized an original debt discount of $20,000 as interest expense.	$	23,188	$	49,875
On May 24, 2016, the Company assumed a $27,500 Promissory note with annual interest of 5%, as part of the acquisition of Oregon Analytical Services (see note 3). The note is due on demand and requires quarterly payments.		22,500		27,500
		45,688		77,375
Less: current portion of loans payable		45,688		77,375
Long-term portion of loans payable	$	-	$	-

As of December 31, 2016 and September 30, 2016, the Company accrued interest of $1,998 and $638, respectively.

NOTE 7 – CONVERTIBLE DEBT

The following table summarizes all convertible notes outstanding as of September 30, 2016:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	5/17/2016	5/18/2017	$	76,650	$	(5,867	)	$	70,783	$	2,268
Noteholder 1	8/26/2016	8/26/2017		76,650		(6,650	)		70,000		588
Noteholder 2	5/22/2016	5/23/2017		45,000		-			45,000		1,282
Noteholder 3	3/20/2016	3/21/2017		27,500		(12,959	)		14,541		1,454
Noteholder 3	5/18/2016	5/19/2017		76,650		(48,510	)		28,140		2,252
Noteholder 3	9/19/2016	5/19/2017		76,650		(47,510	)		29,140		185
			$	379,100	$	(121,496	)	$	257,604	$	8,029

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The following table summarizes all convertible notes outstanding as of December 31, 2016:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	8/26/2016	8/26/2017		76,650		(4,336	)		72,314		2,137
Noteholder 3	9/19/2016	5/19/2017		76,650		(28,794	)		47,856		1,730
			$	153,300	$	(33,130	)	$	120,170	$	3,867

Noteholder 1

On May 17, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 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 May 18, 2017. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on November 17, 2016. The Company may prepay the note during the first six months it is outstanding. During the three months ended December 31, 2016, the noteholder converted all outstanding principal and interest in exchange for a total of 11,157,314 common shares. There was $0 and $76,650 of principal and $0 and $2,268 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On May 17, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 which was funded on December 1, 2016 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 May 18, 2017. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights on December 13, 2016. During the three months ended December 31, 2016, the noteholder converted all outstanding principal and interest in exchange for a total of 7,164,083 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On August 26, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 26, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on February 26, 2016. The Company may prepay the note during the first six months it is outstanding. There was $76,650 and $76,650 of principal and $2,137 and $588 of accrued interest due at December 31, 2016 September 30, 2016, respectively.

Noteholder 2

On May 23, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $45,000 resulting in cash proceeds to the Company of $45,000 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 May 23, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 72% of the lowest trade price of the Company's common stock for the ten prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on November 23, 2016. The Company may prepay the note during the first 90 days it is outstanding for a sum of 115% of the unpaid principal and accrued interest outstanding and within the next 90 days at a rate of 130% of the unpaid principal and accrued interest outstanding. The note may not be prepaid after 180 days from issuance. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 3,334,387 common shares. There was $0 and $45,000 of principal and $0 and $1,282 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

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Noteholder 3

On March 21, 2016 the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $27,500 of which $2,500 was an original issue discount resulting in cash proceeds to the Company of $25,000 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 March 21, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty-five prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a graduated scale of 100% of the principal amount if repaid within 30 days from issuance; 110% of the principal during the next 30 days; 120% of the principal during the next 30 days; 130% of the principal during the next 30 days; 140% of the principal during the next 30 days and 150% of the principal during the next 30 days. The note may not be prepaid after 180 days without the expressed written consent of the noteholder. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 9,885,621 common shares. There was $0 and $27,500 of principal and $0 and $1,454 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On May 19, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 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 May 19, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 12,735,692 common shares. There was $0 and $76,650 of principal and $0 and $2,252 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On September 19, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount and $7,000 was paid to a third party on our behalf resulting in cash proceeds to the Company of $63,000 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 May 19, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. There was $76,650 and $76,650 of principal and $1,730 and $185 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

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NOTE 8 – DERIVATIVE LIABILITY

As of December 31, 2016 and September 30, 2016 the Company had a $190,280 and $775,246 derivative liability balance on the balance sheets and recorded a loss from derivative liability fair value adjustments of $106,243 and gain of $86,413 during the three months ended December 31, 2016 and 2015, respectively. The derivative liability activity comes from convertible notes payable as follows:

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $27,500 Convertible Promissory Notes to an unrelated party that matures on March 21, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 50% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $36,769 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $25,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $11,769 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $55,525 loss from change in fair value of derivatives and a write off due to conversion of $179,115 for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 279%, (3) risk-free interest rate of .48%, (4) expected life of 0.46 of a year, and (5) estimated fair value of the Company’s common stock of $0.0221 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 19, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 50% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $166,260 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $70,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $96,260 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $39,489 gain from change in fair value of derivatives and a write off due to conversion of $286,339 for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 260%, (3) risk-free interest rate of .63%, (4) expected life of 0.49 of a year, and (5) estimated fair value of the Company’s common stock of $0.0285 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 19, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 50% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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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 $255,582 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $70,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $185,582 being recognized as a loss on derivative fair value measurement.

At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $190,280 and recorded a $135,548 gain from change in fair value of derivatives for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 170%, (3) risk-free interest rate of .62%, (4) expected life of 0.38 of a year, and (5) estimated fair value of the Company’s common stock of $0.028 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 18, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 45% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $279,490 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $76,650 which was up to the face value of the convertible note with the excess fair value at initial measurement of $202,840 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $22,645 gain from change in fair value of derivatives and write off $256,845 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 260%, (3) risk-free interest rate of .63%, (4) expected life of 0.48 of a year, and (5) estimated fair value of the Company’s common stock of $0.0285 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 18, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 45% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $136,874 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $76,650 which was up to the face value of the convertible note with the excess fair value at initial measurement of $60,224 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $31,054 gain from change in fair value of derivatives and write off $105,820 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 245%, (3) risk-free interest rate of .66%, (4) expected life of 0.43 of a year, and (5) estimated fair value of the Company’s common stock of $0.0209 per share. 

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As discussed in Note 7 – Convertible Notes Payable, the Company issued a $45,000 Convertible Promissory Notes to an unrelated party that matures on May 23, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 28% discount from the lowest trading price in the ten trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $69,650 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $45,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $24,650 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $8,260 gain from change in fair value of derivatives and write off $61,390 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 253%, (3) risk-free interest rate of .63%, (4) expected life of 0.46 of a year, and (5) estimated fair value of the Company’s common stock of $0.0264 per share. 

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2016:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2015	$	200,460
Initial measurement of derivative liabilities		634,862
Change in fair market value		1,014,678
Write off due to conversion		(1,074,754	)
Balance, September 30, 2016	$	775,246

The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2016:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		486,014
Change in fair market value		(181,471	)
Write off due to conversion		(889,509	)
Balance, December 31, 2016	$	190,280

The following table summarizes the loss on derivative liability included in the income statement for the three months ended December 31, 2016 and 2015, respectively.

	December 31,
	2016			2015
Day one loss due to derivatives on convertible debt	$	287,714		$	-
Change in fair value of derivatives		(181,471	)		(86,413	)
Total derivative expense (gain)	$	106,243		$	(86,413	)

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NOTE 9 – INDUSTRY SEGMENTS

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 under its brand Signal Bay Research. Consulting clients are located in states that have state regulated medical and/or recreational programs. Signal Bay Research 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 December 31, 2016, EVIO Labs has five operating labs: CR Labs, Inc. d/b/a EVIO Labs, Bend; EVIO Labs Eugene d/b/a Oregon Analytical Services; Smith Scientific Industries d/b/a Kenevir Research; Greenhaus Analytical Labs, LLC and Green Style Consulting LLC d/b/a EVIO Labs California. EVIO Labs clients are located in Oregon and California and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state governing bodies, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the States of Oregon and California.

Three months ended December 31, 2016	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	99,878		$	568,578		$	668,456
Segment gain (loss) from operations		(215,342	)		12,365			(188,339	)		(391,316	)
Total assets		50,562			143,370			3,684,608			3,878,540
Capital expenditures		-			(1,038	)		(25,276	)		(26,314	)
Depreciation and amortization		-			5,974			46,863			52,837

Three months ended December 31, 2015	Corporate		Consulting Services			Testing Services			Total Consolidated
Revenue	$	-	$	131,086		$	39,638		$	170,724
Segment loss from operations		-		(81,070	)		(22,475	)		(103,545	)
Total assets		-		648,206			59,498			707,704
Capital expenditures		-		-			9,253			9,253
Depreciation and amortization		-		9,293			2,737			12,030

NOTE 10 – STOCK OPTIONS AND WARRANTS

The following table summarizes all stock option and warrant activity for the three months ended December 31, 2016:

	Shares			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2016		31,500,000		$	0.004
Granted		4,000,000			0.013
Exercised		-			-
Forfeited		(1,000,000	)		0.004
Expired		-			-
Outstanding, December 31, 2016		34,500,000		$	0.005

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The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2016:

		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
$	0.004		30,500,000	$	0.004		4.62		-	$	-
$	0.013		4,000,000		0.013		4.80		-		-
Total			34,500,000	$	0.005		4.65		-	$	-

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

	December 31, 2016
Expected term of options granted	5 years
Expected volatility	409-425	%
Risk-free interest rate	1.14–1.24	%
Expected dividend yield	0	%

The Company recognized stock option expense of $17,208 and $0 during the three months ended December 31, 2016 and 2015, respectively.

NOTE 11 – SUBSEQUENT EVENTS

On March 2, 2017, the Company entered into a convertible note payable which matures on March 2, 2018 for $125,000. The note carries interest at 8% per annum and is convertible into common stock of the Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days.

On March 2, 2017, the Company entered into a separate convertible note payable which matures on March 2, 2018 for $125,000. The note carries interest at 8% per annum and is convertible into common stock of the Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days.

On March 12, 2017, the holders of a majority of the Series B and C preferred stock of the Company elected to amend the Series B and C preferred stock designations to remove anti-reverse stock split provisions. The conversion of preferred stock to common stock shall now be downwardly adjusted upon a reverse stock split by the Company.

In February 2017, the Company issued 2,000,000 shares of common stock for cash proceeds of $20,000.

On various dates through April 19, 2017, the Company issued a total of 3,750,000 shares of common stock for services valued at $95,250 to consultants and a total of 525,000 shares of common stock valued at $13,219 under its employee Equity Incentive Plan.

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained herein involve risks and uncertainties, including statements as to:

· our future operating results;

· our business prospects;

· our contractual arrangements and relationships with third parties;

· the dependence of our future success on the general economy;

· our possible financings; and

· the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto, included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this report, particularly in the “Risk Factors” section.

Critical Accounting Policies and Estimates. 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

Business of Registrant

Signal Bay, Inc., a Colorado corporation and its subsidiaries (“Signal Bay”, the “Company”, the "Registrant", “we”, “our”, or “us”) provide advisory, management and analytical testing services to the emerging legalized cannabis industry. Our three business units are described below:

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Signal Bay, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979 the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and took over its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. The Company has selected September 30 as its fiscal year end. Signal Bay, Inc. is domiciled in the State of Colorado, and its corporate headquarters are located in Bend, Oregon.

Signal Bay Research provides industry research, business and market intelligence, and consulting services. We also publish industry information via online media, research reports, and publications. Our media properties include CANNAiQ.com, a business to business information portal and MarijuanaMath.com a general interest informational website for the cannabis industry. Signal Bay also offers the Cannabis Consultant Marketplace (CCM), a network of cannabis industry consultants.

Signal Bay Services provides operating services for licensed cannabis businesses. Signal Bay Services was engaged in a Management Services Agreement with Libra Wellness Center, LLC, a licensed cannabis production and processing establishment, to operate their marijuana processing facility in North Las Vegas, Nevada.

The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of December 31, 2016, EVIO Labs has five operating labs: CR Labs, Inc. d/b/a EVIO Labs, Bend; EVIO Labs Eugene d/b/a Oregon Analytical Services; Smith Scientific Industries d/b/a Kenevir Research; Greenhaus Analytical Labs, LLC and Green Style Consulting LLC d/b/a EVIO Labs California. EVIO Labs clients are located in Oregon and California and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state governing bodies, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the States of Oregon and California.

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RESULTS OF OPERATIONS

Revenues and Costs of Revenues

								Percentage of Revenue
	2016		2015		Change			2016			2015
Testing services	$	568,578	$	39,638	$	528,940			85	%		23	%
Consulting services		99,878		131,086		(31,208	)		15	%		77	%
Total revenue	$	668,456	$	170,724	$	497,732			100	%		100	%
Cost of revenue
Testing services	$	577,579	$	100,896		476,683			86	%		59	%
Consulting services		12,500		37,534		(25,034	)		2	%		22	%
Total cost of revenue		590,079		138,430		451,649			88	%		81	%
Gross profit	$	78,377	$	32,294	$	46,083			12	%		19	%

Revenues for the three months ended December 31, 2016 were $668,456 compared to $170,724 for the three months ended December 31, 2015. The increase in revenues during the three months ended December 31, 2016 is the result increased advisory services performed in the current period as compared to the prior period as well as increased testing services resulting from acquisitions completed during the three months ended December 31, 2016. Cost of revenues for the three months ended December 31, 2016 were $590,079 compared to $138,430 for the three months ended December 31, 2015. The increase in the cost of revenues during the three months ended December 31, 2016 is the result of the increased direct costs associated with providing testing services, increased costs of revenue associated with performing additional testing services and hiring additional consultants to support the increased advisory services. Gross profit for the three months ended December 31, 2016 was $78,377 compared to $32,294 during the three months ended December 31, 2015. The Company experienced an increase of $58,583, or 143%, in gross profit primarily attributable to the increased advisory services during the three months ended December 31, 2016 when compared to the three months ended December 31, 2015.

Operating Expenses

							Percentage of Revenue
	2016		2015		Change		2016			2015
Selling, general and administrative	$	435,158	$	123,809	$	311,349		65	%		73	%
Depreciation and amortization		34,535		12,030		22,505		5	%		7	%
	$	469,693	$	135,839	$	333,854		70	%		80	%

Total operating expenses during the three months ended December 31, 2016 were $469,693 compared to $135,839 during the three months ended December 31, 2015. The Company experienced an increase of $333,854 or 246% in selling, general and administrative expenses during the three months ended December 31, 2016 compared to the three months ended December 31, 2015 due to increased business size due to acquisitions and organic growth that has occurred during the period of January 1, 2016 to October 1, 2016. There was an increase of $22,505 in depreciation and amortization which was driven by the amortization of intangible assets associated with the acquisitions completed during the period from January 1, 2016 to December 31, 2016

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Other Expenses (Income)

									Percentage of Revenue
	2016		2015			Change			2016			2015
Interest expense	$	323,422	$	51,753		$	271,669			48	%		30	%
Loss on disposal of asset		-		719			(719	)		0	%		0	%
Loss (gain) on change in fair market value of derivative liabilities		106,243		(86,413	)		192,656			16	%		-51	%
	$	429,665	$	(33,941	)	$	463,606			64	%		-20	%

Total other expenses (income) was a net expense of $429,665 during the three months ended December 31, 2016 compared to a net gain of $33,941 during the three months ended December 31, 2015. The increase in net expense of $463,606 is from the increase in the loss on fair market value of derivatives of $192,656 and increases in interest expense from the recognition of debt discounts associated with convertible notes payable.

Net Loss

										Percentage of Revenue
	2016			2015			Change			2016			2015
Net loss	$	(820,981	)	$	(69,604	)	$	(751,377	)		-123	%		-41	%

Net loss during the three months ended December 31, 2016 was $820,981 compared to $69,604 during the three months ended December 31, 2015. The increase in net loss is directed from the increase in other expenses partially offset by an increase in revenues as described above.

Liquidity and Capital Resources

The Company had cash on hand of $151,883 as of December 31, 2016, current assets of $405,580 and current liabilities of $1,193,406 creating a working capital deficit of $787,826. Current assets consisted of cash totaling $151,883, accounts receivable of $241,521 and prepaid expenses totaling $12,176. Current liabilities consisted of accounts payable and accrued liabilities of $518,427, client deposits of $151,049, current portions of capital lease obligations of $29,510, convertible notes payable net of discounts of $120,171, interest payable of $41,610, derivative liabilities of $190,280, current portions of notes payable of $45,688 and current portions of related party payables of $96,671.

The Company used $7,691 of cash in operating activities which consisted of a net loss of $820,981, non-cash losses of $621,415 and changes in working capital of $191,875.

Net cash used in investing activities total $33,244 during the three months ended December 31, 2016. The Company acquired net cash of $13,070 in asset purchases, paid $26,314 for the purchase of equipment and used net cash in acquisitions of $20,000.

During the three months ended December 31, 2016, the Company generated cash of $135,332 from financing activities. The Company received $114,500 of cash from the sale of series D preferred stock, $70,000 in cash from convertible notes payable, repayments of notes payable of $31,687 and net repayments on related party notes payable of $17,481.

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Dividends

During the three months ended December 31, 2016 and 2015, the Company declared $0 in dividends. 

Critical Accounting Policies and Estimates. 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

Revenue Recognition:

Signal Bay recognizes revenue from the sale of services in accordance with ASC 605. Revenue will be recognized only when all of the following criteria have been met:

*	Persuasive evidence of an arrangement exists;
*	Delivery has occurred or services have been rendered.
*	The price is fixed or determinable; and
*	Collectability is reasonably assured.

Stock Based Compensation

Pursuant to Accounting Standards Codification (“ASC”) 505, the guidelines for recording stock issued for services require the fair value of the shares granted be based on the fair value of the services received or the publicly traded share price of the Company’s registered shares on the date the shares were granted (irrespective of the fact that the shares granted were unregistered), whichever is more readily determinable. This position has been further clarified by the issuance of ASC 820. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. Accordingly, the Company elected the application of these guidelines. Signal Bay has determined that the fair value of all common stock issued for goods or services is more readily determinable based on the publicly traded share price on the date of grant.

Emerging Growth Company Status

We are an “emerging growth company” as defined under the Jumpstart Our Business Startups Act, commonly referred to as the JOBS Act. We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

28

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

· not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act (we also will not be subject to the auditor attestation requirements of Section 404(b) as long as we are a “smaller reporting company,” which includes issuers that had a public float of less than $ 75 million as of the last business day of their most recently completed second fiscal quarter);

· reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

· exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Under this provision, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In other words, an “emerging growth company” can delay the adoption of such accounting standards until those standards would otherwise apply to private companies until the first to occur of the date the subject company (i) is no longer an “emerging growth company” or (ii) affirmatively and irrevocably opts out of the extended transition period provided in Securities Act Section 7(a) (2) (B). The Company has elected to take advantage of this extended transition period and, as a result, our financial statements may not be comparable to the financial statements of other public companies. Accordingly, until the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a) (2) (B), upon the issuance of a new or revised accounting standard that applies to your financial statements and has a different effective date for public and private companies, clarify that we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Accounting and Audit Plan

In the next twelve months, we anticipate spending approximately $50,000 - $60,000 to pay for our accounting and audit requirements.

Off-balance sheet arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Our Website. 

Our websites can be found at www.signalbay.com and www.eviolabs.com.

29

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, as a smaller reporting company, as defined by Rule 229.10(f)(1), is not required to provide the information required by this Item.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

The reason we believe our disclosure controls and procedures are not effective is because:

1.	No independent directors;
2.	No segregation of duties;
3.	No audit committee; and
4.	Ineffective controls over financial reporting.

As of December 31, 2016, the Company has not taken any remediation actions to address these weaknesses in our controls even though they were identified during the year. The Company’s management hired, as soon as its financial position permitted it to do so, additional staff in its accounting department to be able to segregate the duties. The Company expects that the expense will be approximately $100,000 per year which would allowed the Company to hire two new staff members.

This 10-Q does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Rule 308(b) of Regulation S-K.

30

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. Based on this assessment, management concluded that the Company did not maintain effective internal controls over financial reporting as a result of the identified material weakness in our internal control over financial reporting described below. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2016:

Independent Directors: The Company intends to obtain at least 3 independent directors at its 2017 annual shareholder meeting. The cost associated to the addition in minimal and not deemed material.

31

No Segregation of Duties : Ineffective controls over financial reporting: The Company hired additional staff members, either as employees or consultants, during October and November 2016. These additional staff members will be responsible for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. The costs associated with the hiring the additional staff members will increase the Company's Sales, General and Administration (SG&A) Expense. It is anticipated the cost of the new staff members will be approximately $70,000 per year. As of December 31, 2016, we had no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to ensure that all transactions are accounted for accurately and in a timely manner.

No audit committee : After the election of the independent directors at the 2017 annual shareholder meeting, the Company expects that an Audit Committee will be established. The cost associated to the addition an audit committee are minimal and not deemed material.

Written Policies & Procedures : We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

Management’s Remediation Initiatives

As our resources allow, we will add financial personnel to our management team. We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions. We will also create an audit committee made up of our independent directors.

As of December 31, 2016, the Company has not taken any remediation actions to address these weaknesses in our controls even though they were identified during preceding periods. The Company’s management expects, once it is in the financial position to do so, to hire additional staff in its accounting department to be able to segregate the duties. The Company expects that the expense will be approximately $100,000 per year which would allow the Company to hire 2 new staff members.

(b) Changes in Internal Control Over Financial Reporting

We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

There were no changes in the Company's internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

32

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

The above statement notwithstanding, shareholders and prospective investors should be aware that certain risks exist with respect to the Company and its business, including those risk factors contained in our most recent Registration Statements on Form S-1 and Form 10, as amended. These risks include, among others: limited assets, lack of significant revenues and only losses since inception, industry risks, dependence on third party manufacturers/suppliers and the need for additional capital. The Company’s management is aware of these risks and has established the minimum controls and procedures to insure adequate risk assessment and execution to reduce loss exposure.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION

There was no other information during the quarter ended December 31, 2016, which was not previously disclosed in our filings during that period.

33

ITEM 6. EXHIBITS

31.1	Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2	Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1	Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
32.2	Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 19, 2017.

SIGNAL BAY, INC.
By:	/s/ William Waldrop
	William Waldrop
	Chief Executive Officer

By:	/s/ Christian Carnell
	Christian Carnell
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on April 19, 2017.

By:	/s/ William Waldrop
	William Waldrop
	Director & Principal Executive Officer
By:	/s/ Lori Glauser
	Lori Glauser
	Director
By:	/s/ Anthony Smith
	Anthony Smith
	Director
By:	/s/ Henry Grimmett
	Henry Grimmett
	Director

35

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William Waldrop, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Signal Bay, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2017	By:	/s/ William Waldrop
		William Waldrop
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Christian Carnell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Signal Bay, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2017	By:	/s/ Christian Carnell
		Christian Carnell
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO RULE 13b — 14(b) OF
THE SECURITIES EXCHANGE ACT AND 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Signal Bay, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I William Waldrop, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 19, 2017	By:	/s/ William Waldrop
		William Waldrop
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO RULE 13b — 14(b) OF
THE SECURITIES EXCHANGE ACT AND 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Signal Bay, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christian Carnell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 19, 2017	By:	/s/ Christian Carnell
		Christian Carnell
		Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2016	Apr. 19, 2017
Document And Entity Information
Entity Registrant Name	SIGNAL BAY, INC.
Entity Central Index Key	0000715788
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		952,467,800
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Current assets:
Cash	$ 151,883	$ 57,486
Accounts receivable	241,521	9,483
Prepaid expenses	12,176
Other current asset		40,000
Note receivable		25,000
Total current assets	405,580	131,969
Fixed assets, net of accumulated depreciation of $96,523 and $68,610, respectively	409,974	205,842
Security deposits	9,271	6,476
Intangible assets, net of accumulated amortization of $74,243 and $49,319	638,658	426,301
Goodwill	2,415,057	1,415,408
Total assets	3,878,540	2,185,996
Current liabilities
Accounts payable and accrued liabilities	518,427	223,316
Client deposits	151,049	22,500
Interest payable	41,610	27,197
Capital lease obligation, current	29,510
Derivative liability	190,280	775,246
Convertible notes payable, net of discounts of $33,130 and $121,496, respectively	120,171	257,605
Loan payable, current	45,688	77,375
Loans payable, related party, current	368,376	333,007
Total current liabilities	1,465,111	1,716,246
Capital lease obligation, net of current portion	75,610
Loans payable, related party, net of current portion	1,408,412	876,751
Total liabilities	2,949,133	2,592,997
Commitments and contingencies.
Stockholders' (deficit) equity
Common Stock, Par Value $.0001, 3,000,000,000 authorized; 946,192,800 and 850,064,268 issued and outstanding at December 31, 2016 and September 30, 2016, respectively	94,619	85,006
Additional Paid In Capital	5,499,334	3,351,452
Accumulated Deficit	(4,857,894)	(4,032,177)
Total stockholders' (deficit) equity	736,692	(594,980)
Non-controlling interest	192,715	187,979
Total (deficit) equity	929,407	(407,001)
Total liabilities and stockholders' (deficit) equity	3,878,540	2,185,996
Series A Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock	0	184
Series B Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock	500	500
Series C Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock	50	50
Series D Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock	$ 83	$ 5

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Fixed assets:
Fixed assets, accumulated depreciation	$ 96,523	$ 68,610
Intangible assets, accumulated amortization	74,243	49,319
Current liabilities
Convertible notes payable, discounts	$ 33,130	$ 121,496
Stockholders' (deficit) equity
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	946,192,800	850,064,268
Common stock, shares outstanding	946,192,800	850,064,268
Series A Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Convertible Preferred Stock, Shares Authorized	1,840,000	1,840,000
Convertible Preferred Stock, Shares Issued	0	1,840,000
Convertible Preferred Stock, Shares Outstanding	0	1,840,000
Series B Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Convertible Preferred Stock, Shares Authorized	5,000,000	5,000,000
Convertible Preferred Stock, Shares Issued	5,000,000	5,000,000
Convertible Preferred Stock, Shares Outstanding	5,000,000	5,000,000
Series C Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Convertible Preferred Stock, Shares Authorized	500,000	500,000
Convertible Preferred Stock, Shares Issued	500,000	500,000
Convertible Preferred Stock, Shares Outstanding	500,000	500,000
Series D Preferred Stock
Stockholders' (deficit) equity
Convertible Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Convertible Preferred Stock, Shares Authorized	1,000,000	1,000,000
Convertible Preferred Stock, Shares Issued	832,500	48,000
Convertible Preferred Stock, Shares Outstanding	832,500	48,000

XML

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues
Testing services	$ 568,578	$ 39,638
Consulting services	99,878	131,086
Total revenue	668,456	170,724
Cost of revenues
Testing services	559,277	100,896
Consulting services	12,500	37,534
Depreciation and amortization	18,302
Total cost of revenues	590,079	138,430
Gross profit	78,377	32,294
Operating Expenses
Selling, general and administrative	435,158	123,809
Depreciation and amortization	34,535	12,030
Total operating expenses	469,693	135,839
Loss from operations	(391,316)	(103,545)
Other income (expense)
Interest expense	(323,422)	(51,753)
Loss on disposal of asset		(719)
(Loss) gain on change in fair market value of derivative liabilities	(106,243)	86,413
Total other income (expense)	(429,665)	33,941
Net Loss	(820,981)	(69,604)
Gain (loss)attributable to non-controlling interest	4,736	(4,721)
Net Loss attributable to Signal Bay, Inc.	$ (825,717)	$ (64,883)
Basic and diluted loss per common share	$ 0.00	$ 0.00
Weighted average common shares outstanding, basic and diluted	883,348,109	399,435,484

XML

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net loss	$ (820,981)	$ (69,604)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	166,924	48,999
Loss on disposal of asset		719
Depreciation and amortization expense	52,837	12,030
Amortization of debt discount	293,316	51,250
Loss (gain) on derivative liability	106,243	(86,413)
Reduction of security deposit for rent expense	2,095
Changes in operating assets and liabilities:
Accounts receivable	(210,271)	4,805
Prepaid expenses	(11,876)	5,000
Other current asset	40,000
Security deposit	(4,190)	(6,476)
Accounts payable and accrued liabilities	221,243	19,039
Interest payable	28,420
Customer deposits	128,549	18,975
Net cash used in operating activities	(7,691)	(1,676)
Cash flows from investing activities
Purchase of equipment	(26,314)	(9,253)
Net cash paid in acquisitions of subsidiaries	(6,930)
Net cash used in investing activities	(33,244)	(9,253)
Cash flows from financing activities
Proceeds from the issuance of series D preferred stock	114,500
Proceeds from convertible notes, net of original issue discounts and fees	70,000
Payment on loan payable	(31,687)
Proceeds from notes payable - related party	80,000
Payments on notes payable - related party	(97,481)	(3,263)
Net cash provided by financing activities	135,332	(3,263)
Net cash increase for period	94,397	(14,192)
Cash balance, beginning of period	57,486	25,966
Cash balance, end of period	151,883	11,774
Supplemental disclosure of cash flow information:
Cash paid for interest		91
Cash paid for income tax
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible note and accrued interest into common stock	316,457
Conversion of Series A Preferred stock to common stock	4,388
Reclassification of derivative liability to additional paid in capital	889,509
Acquisition of Green Style Consulting assets through issuance of preferred shares and note payable	260,000
Acquisition of GreenhausAnalytical Labs, LLC through issuance of preferred shares and note payable	800,000
Debt discount from derivative liability	198,300
Capital leases financed through accounts payable	$ 105,120

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NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 1 - NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS

Signal Bay, Inc., a Colorado corporation and its subsidiaries provide advisory, management and analytical testing services to the emerging legalized cannabis industry. Signal Bay, Inc. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979 the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and assumed its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. The Company has selected September 30 as its fiscal year end. Signal Bay, Inc. is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon.

As a part of and prior to the consummation of the reverse merger, William Waldrop and Lori Glauser, principals of Signal Bay Research, Inc., purchased 28,811,933 shares of the Company (80% of the issued and outstanding common stock) from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Signal Bay Research was acquired through the issuance of 254,188,067 shares of common stock and 5,000,000 shares of Series B Preferred Stock to Mr. Waldrop and Ms. Glauser, pro rata. After the reverse merger, William Waldrop and Lori Glauser individually each own 127,500,000 shares of common stock and 2,500,000 shares of Series B Preferred stock in the Company. Immediately prior to the reverse merger, neither William Waldrop nor Lori Glauser had any interest in the Company. Immediately after to the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014, and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. 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 Signal Bay.

On September 17, 2015, Signal Bay entered into a share exchange agreement with CR Labs, Inc., an Oregon Corporation, pursuant to which the company issued 40,000,000 shares of the Company’s common stock resulting in exchange for 80% of the outstanding common stock of CR Labs, Inc.

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 in to an Asset Purchase Agreement with Green Style Consulting, LLC which was closed on November 1, 2016.

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. 

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted

Principles of Consolidation 

The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation.

The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation. 

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Signal Bay, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc.’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.

Reclassification of Prior Period Presentation

Certain amounts have been reclassified on the September 30, 2016 balance sheet to conform to current period presentation. Specifically, websites and domains net of accumulated amortization of $31,178 have been reclassified on the balance sheet to be included in intangibles assets where previously they were included in fixed assets. These reclassifications have no impact on net loss.

Financial Instruments

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 of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	190,280	$	190,280

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, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	775,246	$	775,246

Recently Issued Accounting Pronouncements

In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three months ended December 31, 2016 or 2015.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

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ACQUISITIONS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 3 - ACQUISITIONS

Greenhaus Analytical Labs, LLC (or “GHA”)

On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of Greenhaus Analytical Labs, LLC. for 460,000 shares of Series “D” preferred stock and a $340,000 promissory note.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, prepaid expenses, security deposits, customer lists, certain testing licenses and property, plant and equipment) and liabilities assumed (accounts payable, related party payables and notes payable) at fair value as of the acquisition date. The cash, accounts receivable and accounts payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 460,000 shares of Series “D” preferred stock, valued at $460,000 and a $340,000 promissory note for total consideration of $800,000. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
CASH	$	13,070
ACCOUNTS RECEIVABLE		21,767
PREPAID EXPENSES		300
SECURITY DEPOSITS		700
PROPERTY PLANT AND EQUIPMENT		81,311
LICENSE		132,668
CUSTOMER LIST		43,562
GOODWILL		800,000
TOTAL ASSETS ACQUIRED	$	1,093,378
LIABILITIES ASSUMED
ACCOUNTS PAYABLE	$	(73,866	)
RELATED PARTY PAYABLES		(194,512	)
NOTES PAYABLE		(25,000	)
TOTAL LIABILITIES ASSUMED		(293,378	)
NET ASSETS ACQUIRED FROM GHA ACQUISITION	$	800,000

Green Style Consulting, LLC

On October 26, 2016, the Company entered in to an Asset Purchase Agreement with Green Style Consulting, LLC. Effective, November 1, 2016, the company owned all assets of Green Style Consulting, LLC d/b/a Green Style Analytics, including 1,300 client names, analytical testing equipment, brands/websites, and the vanity toll-free number 844-420-TEST for 210,000 shares of Series “D” preferred stock, $20,000 cash down payment and a $50,000 promissory note.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (customer lists and property, plant and equipment) at fair value as of the acquisition date. The property, plant and equipment were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. Under the purchase agreement, the Company issued 210,000 shares of Series “D” preferred stock, valued at $210,000, a cash payment of $20,000 and a $50,000 promissory note for total consideration of $280,000. Additionally, the Company has agreed to pay the sellers 20% of Evio California, Inc.’s net profits effective November 1, 2016 for a period of three years ending October 31, 2019. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
PROPERTY PLANT AND EQUIPMENT	$	19,300
CUSTOMER LIST		61,051
GOODWILL		199,649
TOTAL ASSETS ACQUIRED	$	280,000
LIABILITIES ASSUMED		-
NET ASSETS ACQUIRED FROM GREEN STYLE ACQUISITION	$	280,000

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.

SIGNAL BAY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended December 31,
Revenues	2016			2015
Testing services	$	608,774		$	71,142
Consulting services		99,878			131,086
Total revenue		708,652			202,228
Cost of revenue
Testing services		596,813			123,732
Consulting services		12,500			37,534
Total cost of revenue		609,313			161,266
Gross margin		99,339			40,962
Operating expenses
Selling, general and administrative		439,259			156,535
Depreciation and amortization		28,660			12,030
Total operating expenses		467,919			168,565
Loss from operations		(368,580	)		(127,603	)
Other income (expense)
Interest expense		(323,878	)		(52,775	)
Loss on disposal of asset		-			(719	)
(Loss) gain on change in fair market value of derivative liabilities		(106,243	)		86,413
Total other income (expense)		(430,121	)		32,919
Net loss	$	(798,701	)	$	(94,684	)

Future Amortization

The future amortization associated with the intangible assets acquired in the above mentioned and prior acquisitions is as follows:

For the years ended September 30,	Amortization
2017	$	101,723
2018		135,630
2019		135,630
2020		135,630
2021		93,455
Thereafter		3,955
Total	$	606,023

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RELATED PARTY TRANSACTIONS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 4 - RELATED PARTY TRANSACTIONS

Through September 30, 2016, the Company received loans from its Chief Operating Officer totaling $96,000. Through September 30, 2016, the Company made repayments totaling $4,295. There were no repayments made during the three months ended December 31, 2016. There was $91,705 due as of December 31, 2016 and September 30, 2016, and is 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 three months ended December 31, 2016 and 2015, the Company incurred total expenses of $14,548 and $21,400 for management consulting services performed by Newport Commercial Advisors, an entity fully owned and controlled by our Chief Executive Officer. There was not a balance payable to Newport Commercial Advisors as of December 31, 2016 or September 30, 2016.

During the three months ended December 31, 2016, the Company received loans from its Chief Executive Officer totaling $80,000. The loans are non-interest bearing and due on demand. There was $80,000 due as of December 31, 2016.

During the three months ended December 31, 2016 the Company made repayments to Eric Ezrine, a shareholder of CR Labs, on an outstanding note payable totaling $3,574. The loans carry an interest rate of 0% per annum. There was $9,695 and $13,269 due as of December 31, 2016 and September 30, 2016, respectively. Additionally, the Company entered into a severance agreement with Mr. Ezrine whereby it agreed to make payments totaling $44,500 through August 2018. The Company made repayments of $4,000 during the three months ended December 31, 2016. There was $40,500 and $44,500 accrued as of December 31, 2016 and September 30, 2016.

Through March 31, 2016, our executive, administrative and operating offices were located at 2996 Panorama Ridge Dr. Henderson, NV 89052. The office space was being provided by one of our Directors at no cost to the Company.

On May 24, 2016, the Company executed an asset purchase agreement with Sara Lausmann, managing member owner of Oregon Analytical Services, LLC, for $972,500. The terms of the purchase required the issuance of 200,000 shares of Series C Preferred Stock, valued at $80,000, $72,500 in a short-term loan and $700,000 in a long-term note. During the three months ended December 31, 2016, the Company repaid $13,808 to Sara Lausmann, Vice President Client Services. The total amount owed is $723,776 and $737,584 as of December 31, 2016 and September 30, 2016, respectively. As of December 31, 2016 and September 30, 2016, $23,776 and $37,584 and $700,000 and $700,000 are included in the accompanying consolidated balance sheets as current and long-term portions of notes payable to related party, respectively. The notes carry interest at a rate of 5% per annum and had accrued interest totaling $22,642 and $13,521 due as of December 31, 2016 and September 30, 2016, respectively.

On June 1, 2016, the company executed a share purchase agreement with Anthony Smith, for the purchase of 80% of Smith Scientific Industries for $636,000. The terms of the purchase required the issuance of 300,000 shares of Series C Preferred Stock, valued at $135,000 and $336,000 in a promissory note. During the three months ended December 31, 2016, the Company repaid $25,000 to Anthony Smith, our Chief Science Officer. The note carries interest at a rate of 5% per annum. There was $286,000 and $311,000 of principal due as of December 31, 2016 and September 30, 2016 and $8,859 and $5,155 of accrued interest due as of December 31, 2016 and September 30, 2016, respectively.

On October 19, 2016, the Company assumed a $194,512 payable due to Henry Grimmett, and officer of Greenhaus and current Director of the Company, with its acquisition of Greenhaus Analytical Services, LLC. The note bears interest at 0% per annum and requires repayments of $25,000 quarterly. During the three months ended December 31, 2016, the Company made repayments totaling $11,100. There was a total of $183,412 due as of December 31, 2016 of which $100,000 is current and $83,412 is long term.

On October 19, 2016, the Company entered into a $340,000 note payable as part of its acquisition of Greenhaus Analytical Services, LLC. The note carries interest at a rate of 6% per annum and matures on October 16, 2020. There was $340,000 of principal and $4,248 of accrued interest due as of December 31, 2016.

On November 1, 2016, the Company entered into a $50,000 note payable to Green Style Consulting, LLC as part of the asset purchase agreement . Green Style Consulting, LLC Managing Member is our General Manager Northern California, who was hired by the Company concurrent to the asset purchase. The note carries interest at a rate of 5% per annum and matures on October 31, 2018. During the three months ended December 31, 2016, the Company made repayments of $1,000. There was $49,000 of principal and $411 of accrued interest due as of December 31, 2016.

Through September 30, 2016, the Company borrowed a total of $16,200 from our Chief Science Officer to fund operations. The loans are non-interest bearing, due on demand and as such are included in current liabilities. During the three months ended December 31, 2016, the Company made repayments totaling $3,000. There was $13,200 and $16,200 due as of December 31, 2016 and September 30, 2016, respectively.

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EQUITY TRANSACTIONS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 5 - EQUITY TRANSACTIONS

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.

All 1,840,000 outstanding Series A Convertible Stock was converted into 43,875,385 of common shares during the three months ended December 31, 2016.

The Company has 0 and 1,840,000 shares of Series A Convertible Stock issued and outstanding as December 31, 2016 and September 30, 2016, respectively.

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 hundred (100) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 100 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock.

In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

The company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply.

The company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 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 December 31, 2016 and September 30, 2016.

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 hundred (500) 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 a 500 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 10,000 shares of Common Stock.

In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

The company has evaluated the Series 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.

During the year ended September 30, 2016, the Company issued 300,000 shares of Series C Preferred Stock for the acquisition of Smith Scientific Industries, Inc. and 200,000 shares of Series C Preferred Stock for the acquisition of the assets of Oregon Analytical Services.

There were 500,000 shares of Series C Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016.

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.

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.

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 a 250 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 50,000 shares of Common Stock.

In the event of a reverse split the conversion ratio shall not change. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split.

The company has evaluated the Series 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 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.

During the year ended September 30, 2016, the Company issued 48,000 shares of Series D Preferred Stock for cash proceeds of $48,000. During the three months ended December 31, 2016, the Company issued 114,500 shares of Series D Preferred Stock for cash proceeds of $114,500 and 670,000 shares of Series D Preferred Stock, valued at $670,000, in conjunction with the acquisitions as discussed in Note 3.

There were 832,500 and 48,000 shares of Series D Convertible Stock issued and outstanding as of December 31, 2016 and September 30, 2016, respectively.

Common Stock

During the year ended September 30, 2016, the Company issued 6,087,500 common shares valued at $46,473 under its employee equity incentive plan; 401,032,581 common shares for the conversion of $207,367 of outstanding principal on convertible notes payable; 1,468,582 common shares for the conversion of $4,135 of convertible accrued interest and 42,827,010 common shares for services valued at $138,447. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

During the three months ended December 31, 2016, the Company issued 7,976,150 common shares valued at $149,716 for services; 43,875,285 common shares for the conversion of 1,840,000 shares of Series A Preferred Stock; 41,851,494 common shares for the conversion of $302,450 of outstanding principal on convertible notes payable and 2,425,603 for the conversion of $14,006 of convertible accrued interest. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

There were 946,192,800 and 850,064,268 shares of common stock issued and outstanding at December 31, 2016 and September 30, 2016, respectively.

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LOANS PAYABLE

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 6 - LOANS PAYABLE

The Company had the following loans payable outstanding as of December 31, 2016 and September 30, 2016:

	December 31, 2016		September 30, 2016
On July 22, 2016, the Company entered into a Purchase and Sale of Future Receivables agreement (the “Agreement”) with 1 Global Capital, LLC (“1GC”) for $50,000. The Agreement calls for 160 daily payments of $437.50, due on business days, for total payments of $70,000. The Company recognized an original debt discount of $20,000 as interest expense.	$	23,188	$	49,875
On May 24, 2016, the Company assumed a $27,500 Promissory note with annual interest of 5%, as part of the acquisition of Oregon Analytical Services (see note 3). The note is due on demand and requires quarterly payments.		22,500		27,500
		45,688		77,375
Less: current portion of loans payable		45,688		77,375
Long-term portion of loans payable	$	-	$	-

As of December 31, 2016 and September 30, 2016, the Company accrued interest of $1,998 and $638, respectively.

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CONVERTIBLE DEBT

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 7 - CONVERTIBLE DEBT

The following table summarizes all convertible notes outstanding as of September 30, 2016:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	5/17/2016	5/18/2017	$	76,650	$	(5,867	)	$	70,783	$	2,268
Noteholder 1	8/26/2016	8/26/2017		76,650		(6,650	)		70,000		588
Noteholder 2	5/22/2016	5/23/2017		45,000		-			45,000		1,282
Noteholder 3	3/20/2016	3/21/2017		27,500		(12,959	)		14,541		1,454
Noteholder 3	5/18/2016	5/19/2017		76,650		(48,510	)		28,140		2,252
Noteholder 3	9/19/2016	5/19/2017		76,650		(47,510	)		29,140		185
			$	379,100	$	(121,496	)	$	257,604	$	8,029

The following table summarizes all convertible notes outstanding as of December 31, 2016:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	8/26/2016	8/26/2017		76,650		(4,336	)		72,314		2,137
Noteholder 3	9/19/2016	5/19/2017		76,650		(28,794	)		47,856		1,730
			$	153,300	$	(33,130	)	$	120,170	$	3,867

Noteholder 1

On May 17, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 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 May 18, 2017. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on November 17, 2016. The Company may prepay the note during the first six months it is outstanding. During the three months ended December 31, 2016, the noteholder converted all outstanding principal and interest in exchange for a total of 11,157,314 common shares. There was $0 and $76,650 of principal and $0 and $2,268 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On May 17, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 which was funded on December 1, 2016 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 May 18, 2017. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights on December 13, 2016. During the three months ended December 31, 2016, the noteholder converted all outstanding principal and interest in exchange for a total of 7,164,083 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On August 26, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 26, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on February 26, 2016. The Company may prepay the note during the first six months it is outstanding. There was $76,650 and $76,650 of principal and $2,137 and $588 of accrued interest due at December 31, 2016 September 30, 2016, respectively.

Noteholder 2

On May 23, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $45,000 resulting in cash proceeds to the Company of $45,000 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 May 23, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 72% of the lowest trade price of the Company's common stock for the ten prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights on November 23, 2016. The Company may prepay the note during the first 90 days it is outstanding for a sum of 115% of the unpaid principal and accrued interest outstanding and within the next 90 days at a rate of 130% of the unpaid principal and accrued interest outstanding. The note may not be prepaid after 180 days from issuance. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 3,334,387 common shares. There was $0 and $45,000 of principal and $0 and $1,282 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

Noteholder 3

On March 21, 2016 the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $27,500 of which $2,500 was an original issue discount resulting in cash proceeds to the Company of $25,000 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 March 21, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty-five prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a graduated scale of 100% of the principal amount if repaid within 30 days from issuance; 110% of the principal during the next 30 days; 120% of the principal during the next 30 days; 130% of the principal during the next 30 days; 140% of the principal during the next 30 days and 150% of the principal during the next 30 days. The note may not be prepaid after 180 days without the expressed written consent of the noteholder. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 9,885,621 common shares. There was $0 and $27,500 of principal and $0 and $1,454 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On May 19, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount resulting in cash proceeds to the Company of $70,000 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 May 19, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due in exchange for a total of 12,735,692 common shares. There was $0 and $76,650 of principal and $0 and $2,252 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

On September 19, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $76,650 of which $6,650 was an original issue discount and $7,000 was paid to a third party on our behalf resulting in cash proceeds to the Company of $63,000 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 May 19, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights. The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days. There was $76,650 and $76,650 of principal and $1,730 and $185 of accrued interest due at December 31, 2016 and September 30, 2016, respectively.

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DERIVATIVE LIABILITY

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 8 - DERIVATIVE LIABILITY

As of December 31, 2016 and September 30, 2016 the Company had a $190,280 and $775,246 derivative liability balance on the balance sheets and recorded a loss from derivative liability fair value adjustments of $106,243 and gain of $86,413 during the three months ended December 31, 2016 and 2015, respectively. The derivative liability activity comes from convertible notes payable as follows:

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $27,500 Convertible Promissory Notes to an unrelated party that matures on March 21, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 50% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $36,769 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $25,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $11,769 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $55,525 loss from change in fair value of derivatives and a write off due to conversion of $179,115 for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 279%, (3) risk-free interest rate of .48%, (4) expected life of 0.46 of a year, and (5) estimated fair value of the Company’s common stock of $0.0221 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 19, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 50% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $166,260 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $70,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $96,260 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $39,489 gain from change in fair value of derivatives and a write off due to conversion of $286,339 for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 260%, (3) risk-free interest rate of .63%, (4) expected life of 0.49 of a year, and (5) estimated fair value of the Company’s common stock of $0.0285 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 19, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 50% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $255,582 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $70,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $185,582 being recognized as a loss on derivative fair value measurement.

At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $190,280 and recorded a $135,548 gain from change in fair value of derivatives for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 170%, (3) risk-free interest rate of .62%, (4) expected life of 0.38 of a year, and (5) estimated fair value of the Company’s common stock of $0.028 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 18, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 45% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $279,490 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $76,650 which was up to the face value of the convertible note with the excess fair value at initial measurement of $202,840 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $22,645 gain from change in fair value of derivatives and write off $256,845 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 260%, (3) risk-free interest rate of .63%, (4) expected life of 0.48 of a year, and (5) estimated fair value of the Company’s common stock of $0.0285 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,500 Convertible Promissory Notes to an unrelated party that matures on May 18, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 45% discount from the lowest trading price in the twenty trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $136,874 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $76,650 which was up to the face value of the convertible note with the excess fair value at initial measurement of $60,224 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $31,054 gain from change in fair value of derivatives and write off $105,820 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 245%, (3) risk-free interest rate of .66%, (4) expected life of 0.43 of a year, and (5) estimated fair value of the Company’s common stock of $0.0209 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $45,000 Convertible Promissory Notes to an unrelated party that matures on May 23, 2017. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rate equal to a 28% discount from the lowest trading price in the ten trading days prior to conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

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 $69,650 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $45,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $24,650 being recognized as a loss on derivative fair value measurement.

During the three months ended December 31, 2016, the noteholder elected to convert all outstanding principal and interest due. At December 31, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $8,260 gain from change in fair value of derivatives and write off $61,390 due to conversion for the three months ended December 31, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 253%, (3) risk-free interest rate of .63%, (4) expected life of 0.46 of a year, and (5) estimated fair value of the Company’s common stock of $0.0264 per share. 

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2016:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2015	$	200,460
Initial measurement of derivative liabilities		634,862
Change in fair market value		1,014,678
Write off due to conversion		(1,074,754	)
Balance, September 30, 2016	$	775,246

The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2016:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		486,014
Change in fair market value		(181,471	)
Write off due to conversion		(889,509	)
Balance, December 31, 2016	$	190,280

The following table summarizes the loss on derivative liability included in the income statement for the three months ended December 31, 2016 and 2015, respectively.

	December 31,
	2016			2015
Day one loss due to derivatives on convertible debt	$	287,714		$	-
Change in fair value of derivatives		(181,471	)		(86,413	)
Total derivative expense (gain)	$	106,243		$	(86,413	)

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INDUSTRY SEGMENTS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 9 - INDUSTRY SEGMENTS

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 under its brand Signal Bay Research. Consulting clients are located in states that have state regulated medical and/or recreational programs. Signal Bay Research 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 December 31, 2016, EVIO Labs has five operating labs: CR Labs, Inc. d/b/a EVIO Labs, Bend; EVIO Labs Eugene d/b/a Oregon Analytical Services; Smith Scientific Industries d/b/a Kenevir Research; Greenhaus Analytical Labs, LLC and Green Style Consulting LLC d/b/a EVIO Labs California. EVIO Labs clients are located in Oregon and California and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state governing bodies, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the States of Oregon and California.

Three months ended December 31, 2016	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	99,878		$	568,578		$	668,456
Segment gain (loss) from operations		(215,342	)		12,365			(188,339	)		(391,316	)
Total assets		50,562			143,370			3,684,608			3,878,540
Capital expenditures		-			(1,038	)		(25,276	)		(26,314	)
Depreciation and amortization		-			5,974			46,863			52,837

Three months ended December 31, 2015	Corporate		Consulting Services			Testing Services			Total Consolidated
Revenue	$	-	$	131,086		$	39,638		$	170,724
Segment loss from operations		-		(81,070	)		(22,475	)		(103,545	)
Total assets		-		648,206			59,498			707,704
Capital expenditures		-		-			9,253			9,253
Depreciation and amortization		-		9,293			2,737			12,030

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STOCK OPTIONS AND WARRANTS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 10 - STOCK OPTIONS AND WARRANTS

The following table summarizes all stock option and warrant activity for the three months ended December 31, 2016:

	Shares			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2016		31,500,000		$	0.004
Granted		4,000,000			0.013
Exercised		-			-
Forfeited		(1,000,000	)		0.004
Expired		-			-
Outstanding, December 31, 2016		34,500,000		$	0.005

The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2016:

		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
$	0.004		30,500,000	$	0.004		4.62		-	$	-
$	0.013		4,000,000		0.013		4.80		-		-
Total			34,500,000	$	0.005		4.65		-	$	-

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

	December 31, 2016
Expected term of options granted	5 years
Expected volatility	409-425	%
Risk-free interest rate	1.14–1.24	%
Expected dividend yield	0	%

The Company recognized stock option expense of $17,208 and $0 during the three months ended December 31, 2016 and 2015, respectively.

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SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2016

Notes to Financial Statements

NOTE 11 - SUBSEQUENT EVENTS

On March 2, 2017, the Company entered into a convertible note payable which matures on March 2, 2018 for $125,000. The note carries interest at 8% per annum and is convertible into common stock of the Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days.

On March 2, 2017, the Company entered into a separate convertible note payable which matures on March 2, 2018 for $125,000. The note carries interest at 8% per annum and is convertible into common stock of the Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days.

On March 12, 2017, the holders of a majority of the Series B and C preferred stock of the Company elected to amend the Series B and C preferred stock designations to remove anti-reverse stock split provisions. The conversion of preferred stock to common stock shall now be downwardly adjusted upon a reverse stock split by the Company.

In February 2017, the Company issued 2,000,000 shares of common stock for cash proceeds of $20,000.

On various dates through April 19, 2017, the Company issued a total of 3,750,000 shares of common stock for services valued at $95,250 to consultants and a total of 525,000 shares of common stock valued at $13,219 under its employee Equity Incentive Plan.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Dec. 31, 2016

Summary Of Significant Accounting Policies Policies

Principles of Consolidation

The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly and partially owned subsidiaries, all of which have a fiscal year end of September 30. All significant intercompany accounts, balances and transactions have been eliminated in the consolidation.

The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation. 

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Signal Bay, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Signal Bay, Inc.’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.

Reclassification of Prior Period Presentation

Certain amounts have been reclassified on the September 30, 2016 balance sheet to conform to current period presentation. Specifically, websites and domains net of accumulated amortization of $31,178 have been reclassified on the balance sheet to be included in intangibles assets where previously they were included in fixed assets. These reclassifications have no impact on net loss.

Financial Instruments

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 of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	190,280	$	190,280

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, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	775,246	$	775,246

Recently Issued Accounting Pronouncements

In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three months ended December 31, 2016 or 2015.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Dec. 31, 2016

Summary Of Significant Accounting Policies Tables

Financial assets and liabilities measured at fair value

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	190,280	$	190,280

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, 2016:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	775,246	$	775,246

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ACQUISITIONS (Tables)

3 Months Ended

Dec. 31, 2016

Summary of the Company's operations

SIGNAL BAY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended December 31,
Revenues	2016			2015
Testing services	$	608,774		$	71,142
Consulting services		99,878			131,086
Total revenue		708,652			202,228
Cost of revenue
Testing services		596,813			123,732
Consulting services		12,500			37,534
Total cost of revenue		609,313			161,266
Gross margin		99,339			40,962
Operating expenses
Selling, general and administrative		439,259			156,535
Depreciation and amortization		28,660			12,030
Total operating expenses		467,919			168,565
Loss from operations		(368,580	)		(127,603	)
Other income (expense)
Interest expense		(323,878	)		(52,775	)
Loss on disposal of asset		-			(719	)
(Loss) gain on change in fair market value of derivative liabilities		(106,243	)		86,413
Total other income (expense)		(430,121	)		32,919
Net loss	$	(798,701	)	$	(94,684	)

Schedule of future amortization associated with the intangible assets acquired

The future amortization associated with the intangible assets acquired in the above mentioned and prior acquisitions is as follows:

For the years ended September 30,	Amortization
2017	$	101,723
2018		135,630
2019		135,630
2020		135,630
2021		93,455
Thereafter		3,955
Total	$	606,023

CR Labs, Inc. [Member]

Fair values of the assets acquired and liabilities

ASSETS ACQUIRED
CASH	$	13,070
ACCOUNTS RECEIVABLE		21,767
PREPAID EXPENSES		300
SECURITY DEPOSITS		700
PROPERTY PLANT AND EQUIPMENT		81,311
LICENSE		132,668
CUSTOMER LIST		43,562
GOODWILL		800,000
TOTAL ASSETS ACQUIRED	$	1,093,378
LIABILITIES ASSUMED
ACCOUNTS PAYABLE	$	(73,866	)
RELATED PARTY PAYABLES		(194,512	)
NOTES PAYABLE		(25,000	)
TOTAL LIABILITIES ASSUMED		(293,378	)
NET ASSETS ACQUIRED FROM GHA ACQUISITION	$	800,000

Oregon Analytical Services, LLC [Member]

Fair values of the assets acquired and liabilities

ASSETS ACQUIRED
PROPERTY PLANT AND EQUIPMENT	$	19,300
CUSTOMER LIST		61,051
GOODWILL		199,649
TOTAL ASSETS ACQUIRED	$	280,000
LIABILITIES ASSUMED		-
NET ASSETS ACQUIRED FROM GREEN STYLE ACQUISITION	$	280,000

Smith Scientific Industries, Inc. [Member]

Fair values of the assets acquired and liabilities

ASSETS ACQUIRED
CASH	$	13,070
ACCOUNTS RECEIVABLE		21,767
PREPAID EXPENSES		300
SECURITY DEPOSITS		700
PROPERTY PLANT AND EQUIPMENT		81,311
LICENSE		132,668
CUSTOMER LIST		43,562
GOODWILL		800,000
TOTAL ASSETS ACQUIRED	$	1,093,378
LIABILITIES ASSUMED
ACCOUNTS PAYABLE	$	(73,866	)
RELATED PARTY PAYABLES		(194,512	)
NOTES PAYABLE		(25,000	)
TOTAL LIABILITIES ASSUMED		(293,378	)
NET ASSETS ACQUIRED FROM GHA ACQUISITION	$	800,000

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LOANS PAYABLE (Tables)

3 Months Ended

Dec. 31, 2016

Loans Payable Tables

Schedule of loans payable outstanding

The Company had the following loans payable outstanding as of December 31, 2016 and September 30, 2016:

	December 31, 2016		September 30, 2016
On July 22, 2016, the Company entered into a Purchase and Sale of Future Receivables agreement (the “Agreement”) with 1 Global Capital, LLC (“1GC”) for $50,000. The Agreement calls for 160 daily payments of $437.50, due on business days, for total payments of $70,000. The Company recognized an original debt discount of $20,000 as interest expense.	$	23,188	$	49,875
On May 24, 2016, the Company assumed a $27,500 Promissory note with annual interest of 5%, as part of the acquisition of Oregon Analytical Services (see note 3). The note is due on demand and requires quarterly payments.		22,500		27,500
		45,688		77,375
Less: current portion of loans payable		45,688		77,375
Long-term portion of loans payable	$	-	$	-

As of December 31, 2016 and September 30, 2016, the Company accrued interest of $1,998 and $638, respectively.

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CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Dec. 31, 2016

Convertible Notes Payable Tables

Schedule of convertible notes payable outstanding

The following table summarizes all convertible notes outstanding as of September 30, 2016:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	5/17/2016	5/18/2017	$	76,650	$	(5,867	)	$	70,783	$	2,268
Noteholder 1	8/26/2016	8/26/2017		76,650		(6,650	)		70,000		588
Noteholder 2	5/22/2016	5/23/2017		45,000		-			45,000		1,282
Noteholder 3	3/20/2016	3/21/2017		27,500		(12,959	)		14,541		1,454
Noteholder 3	5/18/2016	5/19/2017		76,650		(48,510	)		28,140		2,252
Noteholder 3	9/19/2016	5/19/2017		76,650		(47,510	)		29,140		185
			$	379,100	$	(121,496	)	$	257,604	$	8,029

The following table summarizes all convertible notes outstanding as of December 31, 2016:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	8/26/2016	8/26/2017		76,650		(4,336	)		72,314		2,137
Noteholder 3	9/19/2016	5/19/2017		76,650		(28,794	)		47,856		1,730
			$	153,300	$	(33,130	)	$	120,170	$	3,867

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DERIVATIVE LIABILITIES (Tables)

3 Months Ended

Dec. 31, 2016

Derivative Liability Tables

Summarizes the derivative liabilities

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2016:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2015	$	200,460
Initial measurement of derivative liabilities		634,862
Change in fair market value		1,014,678
Write off due to conversion		(1,074,754	)
Balance, September 30, 2016	$	775,246

The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2016:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		486,014
Change in fair market value		(181,471	)
Write off due to conversion		(889,509	)
Balance, December 31, 2016	$	190,280

Summarizes the loss on derivative liability

The following table summarizes the loss on derivative liability included in the income statement for the three months ended December 31, 2016 and 2015, respectively.

	December 31,
	2016			2015
Day one loss due to derivatives on convertible debt	$	287,714		$	-
Change in fair value of derivatives		(181,471	)		(86,413	)
Total derivative expense (gain)	$	106,243		$	(86,413	)

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INDUSTRY SEGMENTS (Tables)

3 Months Ended

Dec. 31, 2016

Industry Segments Tables

Resale to patients and consumer

Testing Services

The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of December 31, 2016, EVIO Labs has five operating labs: CR Labs, Inc. d/b/a EVIO Labs, Bend; EVIO Labs Eugene d/b/a Oregon Analytical Services; Smith Scientific Industries d/b/a Kenevir Research; Greenhaus Analytical Labs, LLC and Green Style Consulting LLC d/b/a EVIO Labs California. EVIO Labs clients are located in Oregon and California and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state governing bodies, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumer in the States of Oregon and California.

Three months ended December 31, 2016	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	99,878		$	568,578		$	668,456
Segment gain (loss) from operations		(215,342	)		12,365			(188,339	)		(391,316	)
Total assets		50,562			143,370			3,684,608			3,878,540
Capital expenditures		-			(1,038	)		(25,276	)		(26,314	)
Depreciation and amortization		-			5,974			46,863			52,837

Three months ended December 31, 2015	Corporate		Consulting Services			Testing Services			Total Consolidated
Revenue	$	-	$	131,086		$	39,638		$	170,724
Segment loss from operations		-		(81,070	)		(22,475	)		(103,545	)
Total assets		-		648,206			59,498			707,704
Capital expenditures		-		-			9,253			9,253
Depreciation and amortization		-		9,293			2,737			12,030

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STOCK OPTIONS AND WARRANTS (Tables)

3 Months Ended

Dec. 31, 2016

Stock Options And Warrants Tables

Summarizes stock option and warrant activity

The following table summarizes all stock option and warrant activity for the three months ended December 31, 2016:

	Shares			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2016		31,500,000		$	0.004
Granted		4,000,000			0.013
Exercised		-			-
Forfeited		(1,000,000	)		0.004
Expired		-			-
Outstanding, December 31, 2016		34,500,000		$	0.005

Schdule of outstanding and exercisable options and warrants

The following table discloses information regarding outstanding and exercisable options and warrants at December 31, 2016:

		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
$	0.004		30,500,000	$	0.004		4.62		-	$	-
$	0.013		4,000,000		0.013		4.80		-		-
Total			34,500,000	$	0.005		4.65		-	$	-

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:

	December 31, 2016
Expected term of options granted	5 years
Expected volatility	409-425	%
Risk-free interest rate	1.14–1.24	%
Expected dividend yield	0	%

The Company recognized stock option expense of $17,208 and $0 during the three months ended December 31, 2016 and 2015, respectively.

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NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS (Details Narrative) - shares	Jun. 01, 2016	Dec. 31, 2016	Oct. 19, 2016	Sep. 17, 2015
Purchased shares		28,811,933
Common Stock | Mr. Waldrop and Ms. Glauser [Member]
Issuance of shares		254,188,067
Individually owed shares		127,500,000
Common Stock | WB Partners [Member]
Ownership		5.00%
Series B Preferred Stock | Mr. Waldrop and Ms. Glauser [Member]
Issuance of shares		5,000,000
Individually owed shares		2,500,000
CR Labs [Member] | Common Stock
Issuance of shares				40,000,000
Exchange shares				80.00%
EVIO Inc [Member] | Common Stock
Common stock purchase agreement	80.00%
Greenhaus Analytical Labs, LLC [Member]
Issuance of shares			460,000
Ownership			100.00%
Greenhaus Analytical Labs, LLC [Member] | Common Stock
Ownership			100.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Liabilities
Derivative financial instruments	$ 190,280	$ 775,246
Fair Value, Inputs, Level 1 [Member]
Liabilities
Derivative financial instruments
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative financial instruments
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative financial instruments	$ 190,280	$ 775,246

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Dec. 31, 2016 USD ($)
Summary Of Significant Accounting Policies Details Narrative
Voting equity interests	50.00%
Accumulated amortization	$ 31,178

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ACQUISITIONS (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
ASSETS ACQUIRED:
PREPAID EXPENSES	$ 12,176
GOODWILL	2,415,057	$ 1,415,408
Greenhaus Analytical Labs, LLC [Member]
ASSETS ACQUIRED:
CASH	13,070
ACCOUNT RECEIVABLE	21,767
PREPAID EXPENSES	300
SECURITY DEPOSITS	700
PROPERTY PLANT AND EQUIPMENT	81,311
LICENSE	132,668
CUSTOMER LIST	43,562
GOODWILL	800,000
TOTAL ASSETS ACQUIRED	1,093,378
ACCOUNTS PAYABLE	(73,866)
RELATED PARTY PAYABLES	(194,512)
NOTES PAYABLE	(25,000)
TOTAL LIABILITIES ASSUMED	(293,378)
NET ASSETS ACQUIRED FROM ACQUISITIONS	800,000
Green Style Consulting, LLC [Member]
ASSETS ACQUIRED:
PROPERTY PLANT AND EQUIPMENT	19,300
CUSTOMER LIST	61,051
GOODWILL	199,649
TOTAL ASSETS ACQUIRED	280,000
TOTAL LIABILITIES ASSUMED
NET ASSETS ACQUIRED FROM ACQUISITIONS	$ 280,000

XML

ACQUISITIONS (Details 1) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues
Testing services	$ 568,578	$ 39,638
Consulting services	99,878	131,086
Total Revenue	668,456	170,724
Cost of revenue
Consulting services	12,500	37,534
Total cost of revenue	590,079	138,430
Operating expenses
Selling, general and administrative	435,158	123,809
Depreciation and amortization	34,535	12,030
Other expense
Interest expense	(323,422)	(51,753)
Loss on disposal of assets		719
(Loss) gain on change in fair market value of derivative liabilities	106,243	(86,413)
Net Loss	(820,981)	(69,604)
Proforma [Member]
Revenues
Testing services	608,774	71,142
Consulting services	99,878	131,086
Total Revenue	708,652	202,228
Cost of revenue
Testing services	596,813	123,732
Consulting services	12,500	37,534
Total cost of revenue	609,313	161,266
Gross margin	99,339	40,962
Operating expenses
Selling, general and administrative	439,259	156,535
Depreciation and amortization	28,660	12,030
Total operating expenses	467,919	168,565
Loss from Operations	(368,580)	(127,603)
Other expense
Interest expense	(323,878)	(52,775)
Loss on disposal of assets		(719)
(Loss) gain on change in fair market value of derivative liabilities	(106,243)	86,413
Total other income (expense)	(430,121)	32,919
Net Loss	$ (798,701)	$ (94,684)

XML

ACQUISITIONS (Details 2)	Dec. 31, 2016 USD ($)
Acquisitions Details 2
2017	$ 101,723
2018	135,630
2019	135,630
2020	135,630
2021	93,455
Thereafter	3,955
Total	$ 606,023

XML

ACQUISITIONS (Details Narrative) - USD ($)	1 Months Ended
	Oct. 26, 2016	Oct. 19, 2016
Greenhaus Analytical Labs, LLC [Member]
Ownership		100.00%
Issuance of shares		460,000
Preferred stock, valued		$ 460,000
Issuance of promissory note		340,000
Transaction cost		$ 800,000
Green Style Consulting, LLC [Member]
Issuance of shares	210,000
Preferred stock, valued	$ 210,000
Issuance of promissory note	50,000
Transaction cost	280,000
Cash payment	$ 20,000
Purchase agreement	the Company has agreed to pay the sellers 20% of Evio California, Inc. s net profits effective November 1, 2016 for a period of three years ending October 31, 2019

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
	Nov. 01, 2016	Jun. 01, 2016	Oct. 19, 2016	May 24, 2016	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Notes Payable - Related Party, less Current Portion					$ 1,408,412	$ 876,751
Chief Operating Officer [Member]
Borrowed amount						96,000
Company repaid						4,295
Related Party Transactions due amount					$ 91,705	91,705
Interest rate					0.00%
Newport Commercials Advisors [Member]
Management consulting services					$ 14,548		$ 21,400
Chief Executive Officer [Member]
Borrowed amount					80,000
Related Party Transactions due amount					80,000
Eric Ezrine, CR Labs, President [Member]
Borrowed amount					44,500
Company repaid					4,000
Related Party Transactions due amount					$ 9,695	13,269
Interest rate					0.00%
Management consulting services					$ 40,500	44,500
Current Portion - Notes Payable - Related Party					3,574
Sara Lausmann [Member]
Borrowed amount				$ 972,500
Company repaid					$ 13,808
Interest rate					5.00%
Management consulting services					$ 22,642	13,521
Total amount owed					723,776	737,584
Current Portion - Notes Payable - Related Party					23,776	37,584
Notes Payable - Related Party, less Current Portion					$ 700,000	700,000
Series C Convertible Preferred Stock, Shares Issued				200,000
Preferred Stock value				$ 80,000
Short-term loan				72,500
Long-term note				$ 700,000
Anthony Smith [Member]
Borrowed amount		$ 636,000
Percentage owned		80.00%
Company repaid		$ 25,000
Interest rate					5.00%
Management consulting services					$ 8,859	5,155
Total amount owed					$ 286,000	$ 311,000
Series C Convertible Preferred Stock, Shares Issued					300,000	300,000
Preferred Stock value					$ 135,000	$ 135,000
Short-term loan					336,000	336,000
Henry Grimmett [Member]
Borrowed amount			$ 194,512
Company repaid			11,100		25,000
Related Party Transactions due amount			$ 183,412
Interest rate			0.00%
Short-term loan			$ 100,000
Long-term note			$ 83,412
Greenhaus Analytical Services, LLC [Member]
Interest rate			6.00%
Management consulting services			$ 4,248
Current Portion - Notes Payable - Related Party			$ 340,000
Maturity date			Oct. 16, 2020
Issuance of promissory note			$ 340,000
Green Style Consulting, LLC [Member]
Company repaid	$ 1,000
Interest rate	5.00%
Management consulting services	$ 411
Current Portion - Notes Payable - Related Party	$ 50,000
Maturity date	Oct. 31, 2018
Issuance of promissory note	$ 49,000
Chief Science Officer [Member]
Borrowed amount						16,200
Company repaid						3,000
Total amount owed					$ 13,200	$ 16,200

XML

EQUITY TRANSACTIONS (Details Narrative) - USD ($)

3 Months Ended

12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Common shares issued for cash proceeds, Amount

$ 46,473

Common shares issued for cash proceeds, Shares

6,087,500

Common shares issued for equity incentive plan, Amount

$ 46,473

Common shares issued for equity incentive plan, Shares

6,087,500

Common shares issued for services valued, Amount

$ 149,716

$ 138,447

Common shares issued for services valued, Shares

7,976,150

42,827,010

Conversion of Convertible note and accrued interest into common stock, Shares

2,425,603

1,468,582

Conversion of Convertible note and accrued interest into common stock, Amount

$ 14,006

$ 4,135

Common stock, shares issued

946,192,800

850,064,268

Common stock, shares outstanding

946,192,800

850,064,268

Convertible Notes Payable [Member]

Debt conversion converted instrument shares issued

41,851,494

401,032,581

Debt conversion original amount

$ 302,450

$ 207,367

Series A Preferred Stock

Convertible Preferred Stock, Par Value

$ 0.0001

$ 0.0001

Convertible Preferred Stock, Shares Authorized

1,840,000

1,840,000

Convertible Preferred Stock, Shares Issued

0

1,840,000

Convertible Preferred Stock, Shares Outstanding

0

1,840,000

Common Stock issued

500,000,000

Common Stock outstanding

500,000,000

Convertible preferred stock, terms of conversion

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

Convertible preferred stock, conversion rate

13.24

Conversion price description

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

Preferred stock designated shares

1,850,000

stock conversion converted instrument shares issued

43,875,385

Voting right description

Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to one hundred (100) Common Shares

Series B Preferred Stock

Convertible Preferred Stock, Par Value

$ 0.0001

$ 0.0001

Convertible Preferred Stock, Shares Authorized

5,000,000

5,000,000

Convertible Preferred Stock, Shares Issued

5,000,000

5,000,000

Convertible Preferred Stock, Shares Outstanding

5,000,000

5,000,000

Fully paid and nonassessable shares of Common Stock

100

Issuance of Common Stock

100

Preferred stock designated shares

5,000,000

Series C Preferred Stock

Convertible Preferred Stock, Par Value

$ 0.0001

$ 0.0001

Convertible Preferred Stock, Shares Authorized

500,000

500,000

Convertible Preferred Stock, Shares Issued

500,000

500,000

Convertible Preferred Stock, Shares Outstanding

500,000

500,000

Fully paid and nonassessable shares of Common Stock

500

Issuance of Common Stock

10,000

Preferred stock designated shares

500,000

Liquidation preference

$ 1

Voting right description

Each holder of outstanding shares of Series C Preferred Stock shall be entitled to the number of votes equal to five hundred (500) Common Shares

Series C Preferred Stock | Smith Scientific Industries, Inc. [Member]

Convertible Preferred Stock, Shares Issued

300,000

Series C Preferred Stock | Oregon Analytical Services [Member]

Convertible Preferred Stock, Shares Issued

200,000

Series D Preferred Stock

Convertible Preferred Stock, Par Value

$ 0.0001

$ 0.0001

Convertible Preferred Stock, Shares Authorized

1,000,000

1,000,000

Convertible Preferred Stock, Shares Issued

832,500

48,000

Convertible Preferred Stock, Shares Outstanding

832,500

48,000

Fully paid and nonassessable shares of Common Stock

250

Issuance of Common Stock

50,000

Shares issued for cash

114,500

48,000

Convertible Preferred Stock for cash proceeds

$ 114,500

$ 48,000

Common shares issued for acquisition, Amount

$ 670,000

Common shares issued for acquisition, Shares

670,000

Preferred stock designated shares

1,000,000

Liquidation preference

$ 1

Voting right description

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

Common stock shares issuable upon conversion, Minimum

50,000

XML

LOANS PAYABLE (Details) - USD ($)	Dec. 31, 2016	Sep. 30, 2016
Loan Payable	$ 45,688	$ 77,375
Less: current portion of loans payable	45,688	77,375
Long-term portion of loans payable
Loans Payable [Member]
Loan Payable	23,188	49,875
Loans Payable One [Member]
Loan Payable	$ 22,500	$ 27,500

XML

LOANS PAYABLE (Details Narrative)	1 Months Ended
	Jul. 22, 2016 USD ($) Number	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	May 24, 2016 USD ($)	Dec. 31, 2015 USD ($)
Debt discount		$ 33,130	$ 121,496
Loans Payable [Member]
Accrued interest		$ 1,998			$ 638
Purchase and Sale of Future Receivables agreement [Member]
loan payable	$ 50,000
Number of payments | Number	160
Debt instrument periodic payment	Daily
Debt instrument periodic payment	$ 438
Loan payable including interest	70,000
Debt discount	$ 20,000
Promissory note				$ 27,500
Interest rate				5.00%

XML

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Mar. 21, 2016
Principal amount	$ 153,300	$ 379,100
Unamortized Debt Discount	(33,130)	(121,496)
Carrying Value	120,170	257,604
Accrued Interest	$ 3,867	$ 8,029
Noteholder 1 [Member]
Issue Date	Aug. 26, 2016	May 17, 2016
Due Date	Aug. 26, 2017	May 18, 2017
Principal amount	$ 76,650	$ 76,650
Unamortized Debt Discount	(4,336)	(5,867)
Carrying Value	72,314	70,783
Accrued Interest	$ 2,137	$ 2,268
Noteholder 1 One [Member]
Issue Date		Aug. 26, 2016
Due Date		Aug. 26, 2017
Principal amount		$ 76,650
Unamortized Debt Discount		(6,650)
Carrying Value		70,000
Accrued Interest		588
Noteholder 2 Two [Member]
Issue Date	May 22, 2016
Due Date	May 23, 2017
Principal amount		45,000
Unamortized Debt Discount
Carrying Value		45,000
Accrued Interest		$ 1,282
Noteholder 3 Three [Member]
Issue Date	Sep. 19, 2016	Mar. 20, 2016
Due Date	May 19, 2017	Mar. 21, 2017
Principal amount	$ 76,650	$ 27,500	$ 27,500
Unamortized Debt Discount	(28,794)	(12,959)
Carrying Value	47,856	14,541
Accrued Interest	$ 1,730	$ 1,454
Noteholder 3 Four [Member]
Issue Date		May 18, 2016
Due Date		May 19, 2017
Principal amount		$ 76,650
Unamortized Debt Discount		(48,510)
Carrying Value		28,140
Accrued Interest		$ 2,252
Noteholder 3 Five [Member]
Issue Date		Sep. 19, 2016
Due Date		May 19, 2017
Principal amount		$ 76,650
Unamortized Debt Discount		(47,510)
Carrying Value		29,140
Accrued Interest		$ 185

XML

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

Sep. 19, 2016

Aug. 26, 2016

May 23, 2016

May 19, 2016

May 17, 2016

Mar. 21, 2016

Dec. 31, 2016

Sep. 30, 2016

Convertible promissiory note principal amount

$ 153,300

$ 379,100

Noteholder 2 Two [Member]

Convertible promissiory note principal amount

45,000

Debt conversion converted instrument shares issued

3,334,387

Description for prepayment of note

The Company may prepay the note during the first 90 days it is outstanding for a sum of 115% of the unpaid principal and accrued interest outstanding and within the next 90 days at a rate of 130% of the unpaid principal and accrued interest outstanding.

Noteholder 3 Three [Member]

Convertible promissiory note principal amount

$ 27,500

$ 76,650

27,500

Discount on convertible promissiory note

2,500

Cash proceeds from convertible promissiory note

$ 25,000

Annual interest rate

10.00%

Maturity date of note

Mar. 21, 2017

Description of conversion of note payable

The Note, together with accrued interest at the annual rate of 10%, is due on March 21, 2017. The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty-five prior trading days including the date of conversion

Noteholder 1 [Member]

Convertible promissiory note principal amount

$ 76,650

Discount on convertible promissiory note

6,650

Cash proceeds from convertible promissiory note

$ 70,000

Annual interest rate

8.00%

Maturity date of note

Aug. 26, 2017

Description of conversion of note payable

The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion.

Noteholder 1 [Member] | August 26, 2016 [Member]

Convertible promissiory note principal amount

76,650

76,650

Accrued interest on note

2,137

588

Noteholder 1 [Member] | Transaction 1 [Member]

Convertible promissiory note principal amount

$ 76,650

Discount on convertible promissiory note

6,650

Cash proceeds from convertible promissiory note

$ 70,000

Annual interest rate

8.00%

Maturity date of note

May 18, 2017

Description of conversion of note payable

The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion.

Noteholder 1 [Member] | Transaction 1 [Member] | May 17, 2016 [Member]

Convertible promissiory note principal amount

0

76,650

Accrued interest on note

$ 0

2,268

Debt conversion converted instrument shares issued

11,157,314

Noteholder 1 [Member] | Transaction 2 [Member]

Convertible promissiory note principal amount

$ 76,650

Discount on convertible promissiory note

6,650

Cash proceeds from convertible promissiory note

$ 70,000

Annual interest rate

8.00%

Maturity date of note

May 18, 2017

Description of conversion of note payable

The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion

Noteholder 1 [Member] | Transaction 2 [Member] | May 17, 2016 [Member]

Convertible promissiory note principal amount

$ 0

0

Accrued interest on note

$ 0

0

Debt conversion converted instrument shares issued

7,164,083

Noteholder 2 Two [Member]

Convertible promissiory note principal amount

$ 45,000

$ 0

45,000

Cash proceeds from convertible promissiory note

$ 45,000

Annual interest rate

8.00%

Accrued interest on note

0

1,282

Maturity date of note

May 23, 2017

Description of conversion of note payable

The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 72% of the lowest trade price of the Company's common stock for the ten prior trading days including the date of conversion.

Convertible promissory note [Member] | March 21, 2016 [Member] | Noteholder 3 Three [Member]

Convertible promissiory note principal amount

0

27,500

Accrued interest on note

$ 0

1,454

Debt conversion converted instrument shares issued

9,885,621

Description for prepayment of note

The Company may prepay the note during the first 180 days it is outstanding at a graduated scale of 100% of the principal amount if repaid within 30 days from issuance; 110% of the principal during the next 30 days; 120% of the principal during the next 30 days; 130% of the principal during the next 30 days; 140% of the principal during the next 30 days and 150% of the principal during the next 30 days. The note may not be prepaid after 180 days without the expressed written consent of the noteholder

Convertible promissory note [Member] | May 19, 2016 [Member] | Noteholder 3 Three [Member]

Convertible promissiory note principal amount

$ 0

76,650

Accrued interest on note

$ 0

2,252

Description for prepayment of note

The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days. The note may not be prepaid without the consent of the noteholder after 180 days.

Convertible promissory note [Member] | September 19, 2016 [Member] | Noteholder 3 Three [Member]

Convertible promissiory note principal amount

$ 76,650

76,650

Accrued interest on note

$ 1,730

$ 185

Description for prepayment of note

The Company may prepay the note during the first 180 days it is outstanding at a rate of 115% of the outstanding principal amount during the first 90 days from issuance and 135% of the principal amount during the next 90 days.

Noteholder 3 Three [Member]

Convertible promissiory note principal amount

$ 76,650

$ 76,650

Discount on convertible promissiory note

6,650

6,650

Amount paid to third party

7,000

Cash proceeds from convertible promissiory note

$ 63,000

$ 70,000

Annual interest rate

8.00%

Maturity date of note

May 19, 2017

May 19, 2017

Description of conversion of note payable

The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion.

The Note is convertible into the Company's common stock commencing from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion.

XML

DERIVATIVE LIABILITY (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016
Beginning Balance	$ 775,246
Ending Balance	190,280	$ 775,246
Derivative Liability [Member]
Beginning Balance	775,246	200,460
Initial measurement of derivative liabilities	486,014	634,862
Change in fair market value	(181,471)	1,014,678
Write off due to conversion	(889,509)	(1,074,754)
Ending Balance	$ 190,280	$ 775,246

XML

DERIVATIVE LIABILITY (Details 1) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Total derivative expense (gain)	$ 106,243	$ (86,413)
Derivative Liability [Member]
Day one loss due to derivatives on convertible debt	287,714
Change in fair value of derivatives	(181,471)	(86,413)
Total derivative expense (gain)	$ 106,243	$ (86,413)

XML

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016
Derivative liability	$ 190,280		$ 775,246
Loss on change in fair market value of derivative liabilities	(106,243)	$ 86,413
Convertible Notes Payable Six [Member]
Loss on change in fair market value of derivative liabilities	0
Convertible Promissory Notes	$ 45,000
Maturity date	May 23, 2017
Interest rate	8.00%
Discounted rate	28.00%
Aggregate fair value	$ 69,650
Debt discount	45,000
Change in fair value of derivatives	8,260
Derivative liability due to conversion	$ 61,390
Dividend yield	0.00%
Expected volatility rate	253.00%
Risk-free interest rate	0.63%
Expected life	5 months 16 days
Estimated fair value per share	$ 0.0264
Fair value at initial measurement of derivative liability	$ 24,650
Convertible Notes Payable Five [Member]
Loss on change in fair market value of derivative liabilities	0
Convertible Promissory Notes	$ 76,500
Maturity date	May 18, 2017
Interest rate	8.00%
Discounted rate	45.00%
Aggregate fair value	$ 136,874
Debt discount	76,650
Change in fair value of derivatives	31,054
Derivative liability due to conversion	$ 105,820
Dividend yield	0.00%
Expected volatility rate	245.00%
Risk-free interest rate	0.66%
Expected life	5 months 5 days
Estimated fair value per share	$ 0.0209
Fair value at initial measurement of derivative liability	$ 60,224
Convertible Notes Payable Four [Member]
Loss on change in fair market value of derivative liabilities	0
Convertible Promissory Notes	$ 76,500
Maturity date	May 18, 2017
Interest rate	8.00%
Discounted rate	45.00%
Aggregate fair value	$ 279,490
Debt discount	76,650
Change in fair value of derivatives	22,645
Derivative liability due to conversion	$ 256,845
Dividend yield	0.00%
Expected volatility rate	260.00%
Risk-free interest rate	0.63%
Expected life	5 months 23 days
Estimated fair value per share	$ 0.0285
Fair value at initial measurement of derivative liability	$ 202,840
Convertible Notes Payable Three [Member]
Loss on change in fair market value of derivative liabilities	190,280
Convertible Promissory Notes	$ 76,500
Maturity date	May 19, 2017
Interest rate	8.00%
Discounted rate	50.00%
Aggregate fair value	$ 255,582
Debt discount	70,000
Change in fair value of derivatives	135,548
Derivative liability due to conversion	$ 763,216
Dividend yield	0.00%
Expected volatility rate	170.00%
Risk-free interest rate	0.62%
Expected life	4 months 17 days
Estimated fair value per share	$ 0.028
Fair value at initial measurement of derivative liability	$ 185,582
Convertible Notes Payable Two [Member]
Loss on change in fair market value of derivative liabilities	0
Convertible Promissory Notes	$ 76,500
Maturity date	May 19, 2017
Interest rate	8.00%
Discounted rate	50.00%
Aggregate fair value	$ 166,260
Debt discount	70,000
Change in fair value of derivatives	39,489
Derivative liability due to conversion	$ 286,339
Dividend yield	0.00%
Expected volatility rate	260.00%
Risk-free interest rate	0.63%
Expected life	5 months 27 days
Estimated fair value per share	$ 0.0285
Fair value at initial measurement of derivative liability	$ 96,260
Convertible Notes Payable One [Member]
Loss on change in fair market value of derivative liabilities	0
Convertible Promissory Notes	$ 27,500
Maturity date	Mar. 21, 2017
Interest rate	8.00%
Discounted rate	50.00%
Aggregate fair value	$ 36,769
Debt discount	25,000
Change in fair value of derivatives	55,525
Derivative liability due to conversion	$ 179,115
Dividend yield	0.00%
Expected volatility rate	279.00%
Risk-free interest rate	0.48%
Expected life	5 months 16 days
Estimated fair value per share	$ 0.0221
Fair value at initial measurement of derivative liability	$ 11,769
Convertible Notes Payable [Member]
Derivative liability	190,280		$ 775,246
Loss on change in fair market value of derivative liabilities	$ (106,243)	$ 86,413

XML

INDUSTRY SEGMENTS (Details) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenue	$ 668,456	$ 170,724
Corporate [Member]
Revenue
Segment gain (loss) from operations	(215,342)
Total assets	50,562
Capital expenditures
Depreciation and amortization
Consulting Services [Member]
Revenue	99,878	131,086
Segment gain (loss) from operations	12,365	(81,070)
Total assets	143,370	648,206
Capital expenditures	1,038
Depreciation and amortization	5,974	9,293
Testing Services [Member]
Revenue	568,578	39,638
Segment gain (loss) from operations	(188,339)	(22,475)
Total assets	3,684,608	59,498
Capital expenditures	(25,276)	9,253
Depreciation and amortization	46,863	2,737
Total Consolidated [Member]
Revenue	668,456	170,724
Segment gain (loss) from operations	(391,316)	(103,545)
Total assets	3,878,540	707,704
Capital expenditures	(26,314)	9,253
Depreciation and amortization	$ 52,837	$ 12,030

XML

STOCK OPTIONS AND WARRANTS (Details)	3 Months Ended
	Dec. 31, 2016 $ / shares shares
Number of Options
Number of options outstanding, beginning | shares	31,500,000
Number of Options, Granted | shares	4,000,000
Number of Options, Exercised | shares
Number of Options, Forfeited | shares	(1,000,000)
Number of Options, Expired | shares
Number of options outstanding, ending | shares	34,500,000
Weighted Average Exercise Price
Weighted average exercise price outstanding, beginning | $ / shares	$ 0.004
Weighted Average Exercise Price, Granted | $ / shares	0.013
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited | $ / shares	0.004
Weighted Average Exercise Price, Expired | $ / shares
Weighted average exercise price outstanding, ending | $ / shares	$ 0.005

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STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares	3 Months Ended
	Dec. 31, 2016	Sep. 30, 2016
Outstanding Number of Option Shares	34,500,000	31,500,000
Outstanding Weighted Average Exercise Price	$ 0.005	$ 0.004
Stock Options and Warrants [Member]
Outstanding Number of Option Shares	34,500,000
Outstanding Weighted Average Exercise Price	$ 0.005
Weighted Average Remaining Life (Years)	4 years 7 months 24 days
Exercisable Number of Option Shares
Exercisable Weighted Average Exercise Price
0.004 [Member]
Outstanding Number of Option Shares	30,500,000
Outstanding Weighted Average Exercise Price	$ 0.004
Weighted Average Remaining Life (Years)	4 years 7 months 13 days
Exercisable Number of Option Shares
Exercisable Weighted Average Exercise Price
0.013 [Member]
Outstanding Number of Option Shares	4,000,000
Outstanding Weighted Average Exercise Price	$ 0.013
Weighted Average Remaining Life (Years)	4 years 9 months 18 days
Exercisable Number of Option Shares
Exercisable Weighted Average Exercise Price

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STOCK OPTIONS AND WARRANTS (Details 2)	3 Months Ended
	Dec. 31, 2016
Expected term of options granted	5 years
Expected dividend yield	0.00%
Minimum [Member]
Expected volatility	409.00%
Risk-free interest rate	1.14%
Maximum [Member]
Expected volatility	425.00%
Risk-free interest rate	1.24%

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STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock Options And Warrants Details Narrative
Stock option expense	$ 17,208	$ 0

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended
	Mar. 02, 2017	Apr. 19, 2017	Feb. 28, 2017	Dec. 31, 2016	Sep. 30, 2016
Convertible note payable				$ 120,171	$ 257,605
Subsequent Event [Member]
Convertible note payable	$ 125,000
Interest rate	8.00%
Debt instrument term of conversion description	Company after six months from issuance at a rate equal to 65% (representing a 35% discount) of the lowest trading price in the fifteen trading days immediately prior to conversion. The note may be repaid by the Company during the first six months from issuance at a rate of 115% of the outstanding balance if repaid during the first 90 days and 135% of the outstanding balance if repaid after 90 day but before 180 days
Common stock for services			2,000,000
Cash proceeds			$ 20,000
Maturity dates	Mar. 02, 2018
Subsequent Event [Member] | Equity Incentive Program [Member]
Common stock for services		3,750,000
Common stock for services, value		$ 95,250
Conversion of common shares		525,000
Conversion of common shares, value		$ 13,219