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 June 30, 2017

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
Emerging growth 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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Class	Outstanding as of August 21, 2017
Common stock, par value $0.0001 per share	1,034,329,319

SIGNAL BAY, INC.

FORM 10-Q

June 30, 2017

TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Control and Procedures	32
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.
CONSOLIDATED BALANCE SHEETS
	June 30, 2017			September 30, 2016
	(unaudited)
ASSETS
Current assets
Cash	$	149,983		$	57,486
Accounts receivable		145,893			9,483
Prepaid expenses		170,442			-
Other current asset		-			40,000
Note receivable		-			25,000
Total current assets		466,318			131,969
Fixed assets, net of accumulated depreciation of $179,366 and $68,610, respectively		434,893			205,842
Security deposits		80,267			6,476
Intangible assets, net of accumulated amortization, net of accumulated amortization of $138,509 and $49,319		574,392			426,301
Goodwill		2,415,057			1,415,408
Total assets	$	3,970,927		$	2,185,996
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	571,233		$	223,316
Client deposits		77,627			22,500
Interest payable		91,014			27,197
Capital lease obligation, current		36,016			-
Derivative liability		263,143			775,246
Convertible notes payable, net of discounts of $226,852 and $121,496, respectively		324,799			257,605
Loan payable, current		34,113			77,375
Loans payable, related party, current		226,191			433,007
Total current liabilities		1,624,136			1,816,246
Capital lease obligation, net of current portion		58,952			-
Loans payable, net of current portion		62,031			-
Loans payable, related party, net of current portion		1,387,412			776,751
Total liabilities		3,132,531			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 June 30, 2017 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 June 30, 2017 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 June 30, 2017 and September 30, 2016, respectively		50			50
Series D Convertible Preferred Stock, Par Value $0.0001; 1,000,000 authorized; 832,500 and 48,000 shares issued and outstanding at June 30, 2017 and September 30, 2016, respectively		83			5
Common Stock, Par Value $0.0001, 3,000,000,000 authorized; 999,704,367 and 850,064,268 issued and outstanding at June 30, 2017 and September 30, 2016		99,970			85,006
Additional Paid In Capital		6,438,306			3,351,452
Accumulated Deficit		(5,883,329	)		(4,032,177	)
Total stockholders' equity (deficit)		655,580			(594,980	)
Non-controlling interest		182,816			187,979
Total equity (deficit)		838,396			(407,001	)
Total liabilities and stockholders' equity (deficit)	$	3,970,927		$	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 June 30,						Nine months ended June 30,
	2017			2016			2017			2016
Revenues
Testing services		767,873		$	83,709		$	2,081,877		$	163,366
Consulting services		9,345			32,939			196,520			228,612
Total revenue		777,218			116,648			2,278,397			391,978
Cost of revenue
Testing services		592,273			101,392			1,717,997			308,473
Consulting services		33,373			22,533			65,378			92,601
Depreciation and amortization		28,618			7,659			74,968			14,409
Total cost of revenue		654,264			131,584			1,858,343			415,483
Gross margin		122,954			(14,936	)		420,054			(23,505	)
Operating expenses
Selling, general and administrative		582,113			118,513			1,478,007			326,601
Depreciation and amortization		40,413			39,322			114,793			56,732
Total operating expenses		622,526			157,835			1,592,800			383,333
Loss from operations		(499,572	)		(172,771	)		(1,172,746	)		(406,838	)
Other income (expense)
Other income		105			-			105			-
Interest expense		(227,879	)		(44,397	)		(649,288	)		(185,372	)
Loss on disposal of asset		-			-			-			(720	)
Gain (loss) on change in fair market value of derivative liabilities		156,892			(203,696	)		(34,386	)		(238,038	)
Total other income (expense)		(70,882	)		(248,093	)		(683,569	)		(424,130	)
Net loss	$	(570,454	)	$	(420,864	)	$	(1,856,315	)	$	(830,968	)
Loss attributable to non-controlling interest		(14,453	)		(5,321	)		(5,163	)		(15,059	)
Net loss attributable to Signal Bay, Inc.	$	(556,001	)	$	(415,543	)	$	(1,851,152	)	$	(815,909	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding		976,219,903			513,768,896			935,661,327			440,380,497

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

4

SIGNAL BAY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Nine months ended June 30,
	2017			2016
Cash flows from operating activities
Net loss	$	(1,856,315	)	$	(830,968	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		358,794			92,991
Loss on disposal of asset		-			720
Default penalties on convertible notes payable		-			51,229
Depreciation and amortization expense		189,761			71,142
Amortization of debt discount		549,581			90,291
Loss on derivative liability		34,386			238,038
Reduction of security deposit for rent expense		2,095			-
Changes in operating assets and liabilities:
Accounts receivable		(114,643	)		866
Prepaid expenses		28,858			144
Other current asset		40,000			-
Security deposits		(75,186	)		(6,476	)
Accounts payable and accrued liabilities		274,051			120,396
Interest payable		84,359			11,775
Customer deposits		55,127			-
Net cash used in operating activities		(429,132	)		(159,852	)
Cash flows from investing activities
Net cash received from (paid in) acquisitions of subsidiaries		(6,930	)		9,055
Purchase of equipment		(48,726	)		(11,699	)
Net cash used in investing activities		(55,656	)		(2,644	)
Cash flows from financing activities
Repayments of capital leases		(10,152	)		-
Proceeds from issuance of common stock		70,000			-
Proceeds from the issuance of series D preferred stock		114,500			-
Proceeds from convertible notes, net of original issue discounts and fees		640,000			193,640
Proceeds from loans payable		-			43,836
Payment on loan payable		(56,396	)		(7,036	)
Proceeds from notes payable - related party		80,100			20,500
Payments on notes payable - related party		(260,767	)		(68,662	)
Net cash provided by financing activities		577,285			182,278
Net cash increase for period		92,497			19,782
Cash balance, beginning of period		57,486			25,966
Cash balance, end of period	$	149,983		$	45,748
Supplemental disclosure of cash flow information:
Cash paid for interest	$	15,348		$	12,098
Cash paid for income tax	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Equipment financed through capital leases	$	105,120		$	-
Vehicles financed through notes payable	$	75,165		$	-
Debt discount from derivative liability	$	641,637		$	120,000
Conversion of convertible note and accrued interest into common stock	$	501,292		$	88,357
Conversion of Series A Preferred stock to common stock	$	4,388		$	-
Reclassification of derivative liability to additional paid in capital	$	1,188,126		$	181,788
Acquisition of Greenstyle Consulting assets through issuance of preferred shares, cash and note payable	$	260,000		$	-
Acquisition of GreehHaus through issuance of preferred shares and note payable	$	800,000		$	-
Acquisition of Oregon Analytical Services' assets through issuance of preferred shares, common shares and note payable	$	-		$	852,500
Acquisition of Smith Scientific through issuance of preferred shares, common shares and note payable	$	-		$	471,000
Expenses paid by note payable	$	-		$	45,000

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

JUNE 30, 2017

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 are 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 80% of the issued and outstanding common stock from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Immediately after the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014, and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. On January 29, 2015, the company filed an 8-K stating it entered into a material agreement and was no longer a shell company.

After the reverse merger, Signal Bay Research, Inc. continues to operate as a wholly owned subsidiary providing compliance, research and advisory services for Signal Bay, Inc.

Signal Bay Services was formed on January 25, 2015, as the management services division of 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 acquired 80% of the outstanding common stock of CR Labs, Inc.

EVIO Inc. was formed on April 4, 2016 to become the holding company for all laboratory operations. 

EVIO Labs Eugene was formed on May 23, 2016, as a wholly owned subsidiary of EVIO Inc. Subsequently on May 24, 2016, EVIO Labs Eugene acquired all of the assets of Oregon Analytical Services, LLC, inclusive of client lists, equipment, trade names and personnel.

On June 1, 2016, EVIO Inc. entered into a share purchase agreement to purchase 80% of the outstanding common stock of Smith Scientific Industries, Inc. d/b/a Kenevir Research in Medford, OR. 

On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of GreenHaus Analytical Labs, LLC.

On October 26, 2016, the Company entered 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.

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 and $100,000 of related party notes payable have been reclassified from long term to current. These reclassifications have no impact on net loss.

7

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 June 30, 2017:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	263,143	$	263,143

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 or nine months ended June 30, 2017 or 2016.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which revises the definition of a business. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company notes that this guidance will impact its acquisitions beginning January 1, 2018.

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

Net Income (Loss) Per Share

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 1,006,868,224 and 1,433,085,575 potentially dilutive common shares outstanding as of June 30, 2017 and 2016. Because of the net losses incurred during the three and nine months ended June 30, 2017 and 2016, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations.

8

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 based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company issued 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.

9

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 based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities Under the purchase agreement, the Company issued 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 June 30,						Nine months ended June 30,
	2017			2016			2017			2016
Revenues
Testing services	$	767,873		$	109,810		$	2,122,073		$	273,769
Consulting services		9,345			32,939			196,520			228,612
Total revenue		777,218			142,749			2,318,593			502,381
Cost of revenue
Testing services		620,687			147,196			1,811,382			415,052
Consulting services		33,373			22,533			65,378			92,601
Total cost of revenue		654,060			169,729			1,876,760			507,653
Gross margin		123,158			(26,979	)		441,833			(5,271	)
Operating expenses
Selling, general and administrative		583,364			150,802			1,484,590			427,241
Depreciation and amortization		30,349			39,322			89,625			56,732
Total operating expenses		613,713			190,124			1,574,215			483,973
Loss from operations		(490,555	)		(217,103	)		(1,132,382	)		(489,244	)
Other income (expense)
Other income		105			-			105			-
Interest expense		(227,879	)		(46,633	)		(649,744	)		(189,899	)
Loss on disposal of asset		-			-			-			(720	)
Gain (loss) on change in fair market value of derivative liabilities		156,892			(203,696	)		(34,386	)		(238,038	)
Total other income (expense)		(70,882	)		(250,329	)		(684,025	)		(428,657	)
Net loss	$	(561,437	)	$	(467,433	)	$	(1,816,407	)	$	(917,902	)

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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	$	33,908
2018		135,630
2019		135,630
2020		135,630
2021		93,455
Thereafter		3,955
Total	$	538,208

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 repayments totaling $7,500 made during the nine months ended June 30, 2017. There was $84,205 and $91,705 due as of June 30, 2017 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 and nine months ended June 30, 2017 and 2016, the Company incurred total expenses of $7,858 and $14,000 and $35,530 and $48,006 for management advisory 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 June 30, 2017 or September 30, 2016.

During the nine months ended June 30, 2017, the Company received loans from its Chief Executive Officer totaling $80,100 and made repayments totaling $75,650. The loans are non-interest bearing and due on demand. There was $4,450 due as of June 30, 2017.

During the nine months ended June 30, 2017 the Company made repayments to Eric Ezrine, a shareholder of CR Labs, on an outstanding note payable totaling $10,708. The loans carry an interest rate of 0% per annum. There was $2,560 and $13,269 due as of June 30, 2017 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 $18,050 during the nine months ended June 30, 2017. There was $26,450 and $44,500 accrued as of June 30, 2017 and September 30, 2016.

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 nine months ended June 30, 2017, the Company repaid $36,808 to Sara Lausmann, Vice President Client Services. The total amount owed is $700,776 and $737,584 as of June 30, 2017 and September 30, 2016, respectively. As of June 30, 2017 and September 30, 2016, $100,776 and $137,584 and $600,000 and $600,000 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 $40,309 and $13,521 due as of June 30, 2017 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 nine months ended June 30, 2017, the Company repaid $50,000 to Anthony Smith, our Chief Science Officer. The note carries interest at a rate of 5% per annum. There was $261,000 and $311,000 of principal due as of June 30, 2017 and September 30, 2016 and $15,556 and $5,155 of accrued interest due as of June 30, 2017 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 nine months ended June 30, 2017, the Company made repayments totaling $24,100. There was a total of $169,412 due as of June 30, 2017 of which $100,000 is current and $69,412 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 $14,364 of accrued interest due as of June 30, 2017.

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 nine months ended June 30, 2017, the Company made repayments of $8,000. There was $42,000 of principal and $1,532 of accrued interest due as of June 30, 2017.

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 nine months ended June 30, 2017, the Company made repayments totaling $7,000. There was $9,200 and $16,200 due as of June 30, 2017 and September 30, 2016, respectively.

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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 43,875,285 of common shares during the nine months ended June 30, 2017.

The Company has 0 and 1,840,000 shares of Series A Convertible Stock issued and outstanding as June 30, 2017 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.

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In the event of a forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split.

The company has evaluated the Series 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 June 30, 2017 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 forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split.

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

The company has evaluated the Series C Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted.

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 June 30, 2017 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.

As originally issued, in any liquidation, dissolution, or winding up of the Corporation, the holders of the Series D Preferred Stock shall be entitled to receive (a) in preference to the holders of the Common Stock (b) on a pari passu basis to any sum that the holders of the Series B Preferred Stock shall be entitled to receive, but (c) subordinate in preference to any sum that the holders of any shares of any other series of the Corporation's Preferred Stock shall be entitled, an amount equal to $1 per share (subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization). After payment of such sums, (i) the holders of the Series A Preferred Stock and (ii) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of the Series A Preferred Stock into Common Stock at the then- current Conversion Rate. On July 31, 2017, the Company amended its articles of incorporation such that the Series D Preferred Stock shall have no liquidation preference over any other class of stock.

Each holder of outstanding shares of Series D Preferred Stock shall be entitled to the number of votes equal to two hundred fifty (250) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series D Preferred Stock into 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 forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split.

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

The company has evaluated the Series D Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted.

During the year ended September 30, 2016, the Company issued 48,000 shares of Series D Preferred Stock for cash proceeds of $48,000. During the nine months ended June 30, 2017, 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 June 30, 2017 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 nine months ended June 30, 2017, the Company issued 18,294,900 common shares valued at $307,251 for services; 43,875,285 common shares for the conversion of 1,840,000 shares of Series A Preferred Stock; 7,000,000 common shares for cash proceeds of $70,000; 4,931,250 common shares valued at $133,941 under its employee equity incentive plan; 71,985,755 common shares for the conversion of $530,750 of outstanding principal on convertible notes payable and 3,552,909 for the conversion of $23,227 of convertible accrued interest. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

There were 999,304,367 and 850,064,268 shares of common stock issued and outstanding at June 30, 2017 and September 30, 2016, respectively.

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NOTE 6 – LOANS PAYABLE

The Company had the following loans payable outstanding as of June 30, 2017 and September 30, 2016:

	June 30, 2017		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.	$	-	$	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
On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023.		73,644		-
		96,144		77,375
Less: current portion of loans payable		34,113		77,375
Long-term portion of loans payable	$	62,031	$	-

As of June 30, 2017, and September 30, 2016, the Company accrued interest of $2,944 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		(12,958	)		14,542		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	$	(121,495	)	$	257,605	$	8,029

The following table summarizes all convertible notes outstanding as of June 30, 2017:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	3/2/2017	3/2/2018	$	125,000	$	-		$	125,000	$	4,877
Noteholder 1	6/5/2017	3/2/2018		125,000		(113,426	)		11,574		685
Noteholder 3	9/19/2016	5/19/2017		51,650		-			51,650		4,771
Noteholder 4	3/2/2017	3/2/2018		125,000		-			125,000		4,877
Noteholder 4	6/5/2017	3/2/2018		125,000		(113,426	)		11,574		685
			$	551,650	$	(226,852	)	$	324,798	$	15,210

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 may prepay the note during the first six months it is outstanding. During the nine months ended June 30, 2017, 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 June 30, 2017 and September 30, 2016, respectively.

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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 13, 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. During the nine months ended June 30, 2017, the noteholder converted all outstanding principal and interest in exchange for a total of 7,164,852 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at June 30, 2017 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. During the nine months ended June 30, 2017, the noteholder converted all outstanding principal and interest in exchange for a total of 10,087,373 common shares. There was $0 and $76,650 of principal and $0 and $588 of accrued interest due at June 30, 2017 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 which was funded on January 3, 2017 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. During the nine months ended June 30, 2017, the noteholder converted all outstanding principal and interest in exchange for a total of 11,103,272 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

On March 2, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 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 March 2, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. There was $125,000 and $0 of principal and $4,877 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

On March 2, 2017, the Company sold a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith which was funded on June 5, 2017. The Note, together with accrued interest at the annual rate of 8%, is due on March 2, 2018. The Note is convertible into the Company's common stock upon funding at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. There was $125,000 and $0 of principal and $685 and $0 of accrued interest due at June 30, 2017 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 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 nine months ended June 30, 2017, 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 June 30, 2017 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 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 nine months ended June 30, 2017 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 June 30, 2017 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 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 nine months ended June 30, 2017, 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 June 30, 2017 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 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 nine months ended June 30, 2017, the noteholder elected to convert $25,000 of outstanding principal in exchange for $4,807,692 shares of common stock. There was $51,650 and $76,650 of principal and $4,771 and $185 of accrued interest due at June 30, 2017 and September 30, 2016, respectively.

Noteholder 4

On March 2, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 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 March 2, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. There was $125,000 and $0 of principal and $4,877 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

On March 2, 2017, the Company sold a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith which was funded on June 5, 2017. The Note, together with accrued interest at the annual rate of 8%, is due on March 2, 2018. The Note is convertible into the Company's common stock upon funding at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. There was $125,000 and $0 of principal and $685 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

Noteholder 5

On February 5, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $50,000 pursuant to a settlement agreement entered into on the same date. The Note was retroactively dated to August 23, 2016. The Note, together with accrued interest at the annual rate of 8%, is due on August 23, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of the note 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 Note was converted in full on April 25, 2017. There was $0 of principal and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

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NOTE 8 – DERIVATIVE LIABILITY

As of June 30, 2017, and September 30, 2016 the Company had a $263,143 and $775,246 derivative liability balance on the balance sheets and recorded a gain from derivative liability fair value adjustments of $156,892 and loss of $203,696 during the three months ended June 30, 2017 and 2016, respectively and losses of $34,386 and $238,038 during the nine months ended June 30, 2017. 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion in full, 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 nine months ended June 30, 2017. 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 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.

During the nine months ended June 30, 2017, the noteholder elected to convert $25,000 of the outstanding principal to common shares. At June 30, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $47,805 and recorded a $237,145 gain from change in fair value of derivatives and a write of due to conversion of $40,878 for the nine months ended June 30, 2017. 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 18%, (3) risk-free interest rate of .84%, (4) expected life of 0.05 of a year, and (5) estimated fair value of the Company’s common stock of $0.0126 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 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 nine months ended September 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 

19

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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,650 Convertible Promissory Notes to an unrelated party that matures on August 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. 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 $108,896 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 $32,246 being recognized as a loss on derivative fair value measurement.

During the nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 an $8,220 loss from change in fair value and write off of derivatives of $117,116 due to conversion for the nine months ended June 30, 2017. 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 73%, (3) risk-free interest rate of .78%, (4) expected life of 0.37 of a year, and (5) estimated fair value of the Company’s common stock of $0.0201 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,650 Convertible Promissory Notes to an unrelated party that matures on August 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. 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 $108,896 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 $32,246 being recognized as a loss on derivative fair value measurement.

20

During the nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 $24,629 gain from change in fair value and write off of derivatives of $84,267 due to conversion for the nine months ended June 30, 2017. 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 37%, (3) risk-free interest rate of .85%, (4) expected life of 0.17 of a year, and (5) estimated fair value of the Company’s common stock of $0.0150 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $125,000 Convertible Promissory Notes to an unrelated party that matures on March 2, 2018. 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 35% discount from the lowest trading price in the fifteen 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. 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 $159,867 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $125,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $34,867 being recognized as a loss on derivative fair value measurement.

At June 30, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $107,669 and recorded a $52,198 gain from change in fair value of derivative liabilities for the nine months ended June 30, 2017. 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 118%, (3) risk-free interest rate of 1.14%, (4) expected life of 0..67 of a year, and (5) estimated fair value of the Company’s common stock of $0.0126 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $125,000 Convertible Promissory Notes to an unrelated party that matures on March 2, 2018. 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 35% discount from the lowest trading price in the fifteen 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. 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 $159,867 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $125,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $34,867 being recognized as a loss on derivative fair value measurement.

At June 30, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $107,669 and recorded a $52,198 gain from change in fair value of derivative liabilities for the nine months ended June 30, 2017. 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 118%, (3) risk-free interest rate of 1.14%, (4) expected life of 0.67 of a year, and (5) estimated fair value of the Company’s common stock of $0.0126 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $50,000 Convertible Promissory Notes to an unrelated party that matures on August 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 fifteen 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. 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 upon the note becoming convertible on February 23, 2017 was $40,037 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $40,037 which was up to the face value of the convertible note.

21

During the nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 $16,319 loss from change in fair value and write off of derivatives of $56,356 due to conversion for the nine months ended June 30, 2017. 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 70%, (3) risk-free interest rate of .82%, (4) expected life of 0.33 of a year, and (5) estimated fair value of the Company’s common stock of $0.0212 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 June 30, 2017:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		1,063,577
Change in fair market value		(387,554	)
Write off due to conversion		(1,188,126	)
Balance, June 30, 2017	$	263,143

The following table summarizes the loss on derivative liability included in the income statement for the nine months ended June 30, 2017 and 2016, respectively.

	June 30,
	2017			2016
Day one loss due to derivatives on convertible debt	$	421,940		$	170,637
Change in fair value of derivatives		(387,554	)		67,401
Total derivative expense (gain)	$	34,386		$	238,038

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.

Advisory

The Company provides advisory, licensing and compliance services to the cannabis industry under its brand Signal Bay Research. Advisory 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.

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Testing Services

The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of June 30, 2017, 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.

Nine months ended June 30, 2017	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	196,520		$	2,081,877		$	2,278,397
Segment income (loss) from operations		(589,258	)		(192,898	)		(390,590	)		(1,172,746	)
Total assets		85,877			240,459			3,644,591			3,970,927
Capital expenditures		-			(1,038	)		(47,688	)		(48,726	)
Depreciation and amortization		-			17,922			171,839			189,761
Nine months ended June 30, 2016	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	228,612		$	163,366		$	391,978
Segment income (loss) from operations		(173,229	)		(112,917	)		(120,692	)		(406,838	)
Total assets		18,545			116,504			2,036,821			2,171,870
Capital expenditures		-			-			12,407			12,407
Depreciation and amortization		-			17,766			53,375			71,141
Three months ended June 30, 2017	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	9,345		$	767,873		$	777,218
Segment income (loss) from operations		(210,554	)		(197,546	)		(91,472	)		(499,572	)
Total assets		85,877			240,459			3,644,591			3,970,927
Capital expenditures		-			-			(2,962	)		(2,962	)
Depreciation and amortization		-			5,975			63,056			69,031
Three months ended June 30, 2016	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	6,399		$	-		$	6,399
Segment income (loss) from operations		(22,681	)		(297,471	)		-			(320,152	)
Total assets		4,345			139,910			-			144,255
Capital expenditures		-			5,694			-			5,694
Depreciation and amortization		-			5,612			-			5,612

NOTE 10 – STOCK OPTIONS AND WARRANTS

The following table summarizes all stock option and warrant activity for the nine months ended June 30, 2017:

	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, June 30, 2017		34,500,000		$	0.005

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The following table discloses information regarding outstanding and exercisable options and warrants at June 30, 2017:

		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		4.13		7,625,000	$	0.004
$	0.013		4,000,000		0.013		4.31		-		0.013
Total			34,500,000	$	0.005		4.15		7,625,000	$	0.004

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:

	June 30, 2017
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 $63,917 and $0 during the nine months ended June 30, 2017 and 2016 and $14,133 and $0 during the three months ended June 30, 2017 and 2016, respectively. There was $106,208 of unrecognized stock based compensation expense as of June 30, 2017.

NOTE 11 – SUBSEQUENT EVENTS

Long Term Lease Agreement

On July 18, 2017, the Company entered into a lease for office and lab space in Costa Mesa, California. The lease is effective August 1, 2017 and terminates on July 31, 2022 and requires monthly rental payments of $6,743 from August 2017 to January 2018 then monthly rental payments of $11,841 from February 2018 to July 2022.

Convertible Notes Payable

On July 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on July 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

On July 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on July 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

On August 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on August 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

On August 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on August 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

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Common Stock Issuances

On various dates in July 2017, the Company issued a total of 6,950,000 shares of common stocsk for services valued at $80,103.

On July 18, 2017, the Company issued 6,666,697 and 1,528,803 shares of common stock for the conversion of $26,250 of outstanding principal and $6,132 of accrued interest on a convertible note payable. The conversion was conducted under the contractual terms of the convertible note payable.

On August 3, 2017, the Company issued 19,230,769 and 248,683 shares of common stock for the conversion of $125,000 of outstanding principal and $1,616 of accrued interest on a convertible note payable. The conversion was conducted under the contractual terms of the convertible note payable.

Stock Option Issuances

During July and August 2017, the Company issued a total of 38,000,000 options to 28 different employees and consultants. The options have exercise prices ranging from $0.0126 to $0.0166 per share whereby the weighted average exercise price is $0.0129 per share. The options vest in 25% increments with the first 25% of the grant vesting six months after issuance and an additional 25% vesting every six months thereafter whereby each grant will be fully vested on the two year anniversary of issuance.

Acquisition

On August 1, 2017, the Company completed its acquisition of Viridis Analytics, Inc. pursuance to a membership interest transfer agreement entered into on July 26, 2017 for $500,000 in cash and a secured promissory note for $500,000 for total consideration of $1,000,000. The Note accrues interest at a rate of 8% annually, with all principal and any accrued and unpaid interest due and payable in full on the first anniversary of the note, or August 1, 2018. The repayment of all principal and accrued and unpaid interest is secured by a first priority interest in Viridis’ assets. An Event of Default will occur under the Note if (i) the Company fails to pay any amounts due under the note within fiteen business days from when it is due; (ii) the Company defaults in the performance of any term, covenant, agreement, condition, undertaking or provision of the membership interest transfer agreement; or (iii) the Company is involved in a bankruptcy action, is generally not paying, shall be unable to pay, or shall admit in writing its inability to pay its debts as they become due, or make a general assignment for the benefit of its creditors. In the event of such a default the noteholder may declare all amounts under the note immediately due and payable in cash and will be entitled to reimbursement of its reasonable costs and expenses related to collection of all amounts owing in connection thereof, assuming the Company fails to cure a default within a period of fifteen business days.

Amendment to Articles of Incorporation

On July 31, 2017, stockholders holding 62.54% (the “Approving Stockholders”) of the then outstanding shares of our Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock “) voted at a special meeting of holders of Series D Preferred Stock held on July 31, 2017 (the “Series D Special Meeting’) to approve an amendment to the Certificate of Designation, Preferences and Rights of Series D Preferred Stock (the “Series D Certificate of Designation”) in order to correct an error and require a proportionate adjustment to the voting ratio of the Series D Preferred Stock in the event of a reverse split of the Company’s capital stock (the “Series D Amendment”). The amendment was filed with the Secretary of State of the State of Colorado on August 1, 2017.

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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:

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 advisory 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.

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The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of June 30, 2017, 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.

 

RESULTS OF OPERATIONS

Nine Months Ended June 30, 2017 and 2016

Revenues and Costs of Revenues

								Percentage of Revenue
	2017		2016		Change			2017			2016
Testing services	$	2,081,877	$	163,366	$	1,918,511			91	%		42	%
Consulting services		196,520		228,612		(32,092	)		9	%		58	%
Total revenue	$	2,278,397	$	391,978	$	1,886,419			100	%		100	%
Cost of revenue
Testing services	$	1,717,997	$	308,473		1,409,524			75	%		79	%
Consulting services		65,378		92,601		(27,223	)		3	%		24	%
Depreciation and amortization		74,968		14,409		60,559			3	%		4	%
Total cost of revenue	$	1,858,343	$	415,483	$	1,442,860			82	%		106	%

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Revenues for the nine months ended June 30, 2017 were $2,278,397 compared to $391,978 for the nine months ended June 30, 2016. The increase in revenues during the nine months ended June 30, 2017 is the result of decreased advisory services performed in the current period as compared to the prior period offset by increased testing services resulting from acquisitions completed after the nine months ended June 30, 2016.

Cost of revenues for the nine months ended June 30, 2017 were $1,858,343 compared to $415,483 for the nine months ended June 30, 2016. The increase in the cost of revenues during the nine months ended June 30, 2017 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 nine months ended June 30, 2017 was $420,054 compared to a gross loss of $23,505 during the nine months ended June 30, 2016. The Company experienced an increase of $443,559 in gross profit primarily attributable to the Company’s ability to leverage fixed overhead costs in costs of revenue.

Operating Expenses

							Percentage of Revenue
	2017		2016		Change		2017			2016
Selling, general and administrative	$	1,478,007	$	326,601	$	1,151,406		65	%		83	%
Depreciation and amortization		114,793		56,732		58,061		5	%		14	%
	$	1,592,800	$	383,333	$	1,209,467		70	%		98	%

Total operating expenses during the nine months ended June 30, 2017 were $1,592,800 compared to $383,333 during the nine months ended June 30, 2016. The Company experienced an increase of $1,209,467 or 316% in selling, general and administrative expenses during the nine months ended June 30, 2017 compared to the nine months ended June 30, 2016 due to increased business size due to acquisitions and organic growth that has occurred during the period of April 1, 2016 to October 1, 2016. There was an increase of $58,061 in depreciation and amortization which was driven by the amortization of intangible assets associated with the acquisitions completed during the period from April 1, 2016 to December 31, 2016.

Other Income (Expense)

										Percentage of Revenue
	2017			2016			Change			2017			2016
Interest expense	$	(649,288	)	$	(185,372	)	$	(463,916	)		-28	%		-47	%
Other income		105			-			105			0	%		0	%
Loss on disposal of asset		-			(720	)		720			0	%		0	%
Loss on change in fair market value of derivative liabilities		(34,386	)		(238,038	)		203,652			-2	%		-61	%
	$	(683,569	)	$	(424,130	)	$	(259,439	)		-30	%		-108	%

Total other income (expense) was a net expense of $683,569 during the nine months ended June 30, 2017 compared to a net expense of $424,130 during the nine months ended June 30, 2016. The increase in net expense of $259,544 is from the increase in interest expense from the recognition of debt discounts associated with convertible notes payable offset by decreased losses recognized from the change in the fair market value of derivative liabilities.

Net Loss

										Percentage of Revenue
	2017			2016			Change			2017			2016
Net loss	$	(1,856,315	)	$	(830,968	)	$	(1,025,347	)		-81	%		-212	%

 Net loss during the nine months ended June 30, 2017 was $1,856,315 compared to $830,968 during the nine months ended June 30, 2017. The increase in net loss is directed from the increase in other expenses partially offset by an increase in revenues as described above.

Three Months Ended June 30, 2017 and 2016

Revenues and Costs of Revenues

								Percentage of Revenue
	2017		2016		Change			2017			2016
Testing services	$	767,873	$	83,709	$	684,164			99	%		72	%
Consulting services		9,345		32,939		(23,594	)		1	%		28	%
Total revenue	$	777,218	$	116,648	$	660,570			100	%		100	%
Cost of revenue
Testing services	$	592,273	$	101,392		490,881			76	%		87	%
Consulting services		33,373		22,533		10,840			4	%		19	%
Depreciation and amortization		28,618		7,659		20,959			4	%		7	%
Total cost of revenue		654,264		131,584		522,680			84	%		113	%

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Revenues for the three months ended June 30, 2017 were $777,218 compared to $116,648 for the three months ended June 30, 2016. The increase in revenues during the three months ended June 30, 2017 is the result of increased testing services resulting from acquisitions completed after the three months ended March 31, 2016, partially offset by decreased advisory services performed in the current period as compared to the prior period.

Cost of revenues for the three months ended June 30, 2017 were $654,264 compared to $131,584 for the three months ended June 30, 2016. The increase in the cost of revenues during the three months ended June 30, 2017 is the result of the increased direct costs associated with providing testing services and increased costs of revenue associated with performing additional testing. Gross profit for the three months ended June 30, 2017 was $122,954 compared to a gross loss of $14,936 during the three months ended June 30, 2016. The Company experienced an increase of $137,890 in gross profit primarily attributable to the Company’s ability to leverage fixed overhead costs in costs of revenue.

Operating Expenses

							Percentage of Revenue
	2017		2016		Change		2017			2016
Selling, general and administrative	$	582,113	$	118,513	$	463,600		75	%		102	%
Depreciation and amortization		40,413		39,322		1,091		5	%		34	%
	$	622,526	$	157,835	$	464,691		80	%		136	%

Total operating expenses during the three months ended June 30, 2017 were $622,526 compared to $157,835 during the three months ended June 30, 2016. The Company experienced an increase of $464,691 or 2894% in selling, general and administrative expenses during the three months ended June 30, 2017 compared to the three months ended June 30, 2016 due to increased business size due to acquisitions and organic growth that has occurred during the period of April 1, 2016 to October 1, 2016. There was an increase of $1,091 in depreciation and amortization which was driven by the amortization of intangible assets associated with the acquisitions completed during the period from April 1, 2016 to December 31, 2016.

Other Income (Expense)

										Percentage of Revenue
	2017			2016			Change			2017			2016
Interest expense	$	(227,879	)	$	(44,397	)	$	(183,482	)		-29	%		-38	%
Other income		105			-			105			0	%		0	%
Loss on disposal of asset		-			-			-			0	%		0	%
Gain (loss) on change in fair market value of derivative liabilities		156,892			(203,696	)		360,588			20	%		-175	%
	$	(70,882	)	$	(248,093	)	$	177,211			-9	%		-213	%

Total other income (expense) was a net expense of $70,882 during the three months ended June 30, 2017 compared to a net expense of $248,093 during the three months ended June 30, 2016. The decrease in net expense of $177,211 is from the decrease in the loss on fair market value of derivatives of $360,588 partially offset increases in interest expense from the recognition of debt discounts associated with convertible notes payable.

Net Loss

										Percentage of Revenue
	2017			2016			Change			2017			2016
Net loss	$	(570,454	)	$	(420,864	)	$	(149,590	)		-73	%		-361	%

Net loss during the three months ended June 30, 2017 was $570,454 compared to $420,864 during the three months ended June 30, 2016. The increase in net loss is directed from the increase in other expenses partially offset by an increase in revenues as described above.

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Liquidity and Capital Resources

The Company had cash on hand of $149,983 as of June 30, 2017, current assets of $466,318 and current liabilities of $1,624,136 creating a working capital deficit of $1,157,818. Current assets consisted of cash totaling $149,983, accounts receivable of $145,893 and prepaid expenses totaling $170,442. Current liabilities consisted of accounts payable and accrued liabilities of $571,233, client deposits of $77,627, current portions of capital lease obligations of $36,016, convertible notes payable net of discounts of $324,799, interest payable of $91,014, derivative liabilities of $263,143, current portions of notes payable of $34,113 and current portions of related party payables of $226,191.

The Company used $429,132 of cash in operating activities which consisted of a net loss of $1,856,315 non-cash losses of $1,134,617 and changes in working capital of $292,566.

Net cash used in investing activities total $55,656 during the nine months ended June 30, 2017. The Company paid net cash of $6,930 in asset purchases and acquisitions and paid $48,726 for the purchase of equipment.

During the nine months ended June 30, 2017, the Company generated cash of $577,285 from financing activities. The Company received $114,500 of cash from the sale of series D preferred stock, $640,000 in cash from convertible notes payable, repayments of notes payable of $56,396, repayments of capital leases of $10,152, proceeds from the sale of common stock of $70,000 and net repayments on related party notes payable of $180,667.

Dividends

The Company declared $0 of dividends during the nine months ended June 30, 2017 and 2016.

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.

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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.

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.

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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 June 30, 2017, 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 $125,000 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.

Management’s Report on Internal Control Over Financial Reporting

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 June 30, 2017, 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 August 21, 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 August 21, 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: August 21, 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: August 21, 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 June 30, 2017, 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: August 21, 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 June 30, 2017 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: August 21, 2017	By:	/s/ Christian Carnell
		Christian Carnell
		Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2017	Aug. 21, 2017
Document And Entity Information
Entity Registrant Name	SIGNAL BAY, INC.
Entity Central Index Key	0000715788
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
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		1,034,329,319
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Current assets:
Cash	$ 149,983	$ 57,486
Accounts receivable	145,893	9,483
Prepaid expenses	170,442
Other current asset		40,000
Note receivable		25,000
Total current assets	466,318	131,969
Fixed assets, net of accumulated depreciation of $179,366 and $68,610, respectively	434,893	205,842
Security deposits	80,267	6,476
Intangible assets, net of accumulated amortization, net of accumulated amortization of $138,509 and $49,319	574,392	426,301
Goodwill	2,415,057	1,415,408
Total assets	3,970,927	2,185,996
Current liabilities
Accounts payable and accrued liabilities	571,233	223,316
Client deposits	77,627	22,500
Interest payable	91,014	27,197
Capital lease obligation, current	36,016
Derivative liability	263,143	775,246
Convertible notes payable, net of discounts of $226,852 and $121,496, respectively	324,799	257,605
Loan payable, current	34,113	77,375
Loans payable, related party, current	226,191	433,007
Total current liabilities	1,624,136	1,816,246
Capital lease obligation, net of current portion	58,952
Loans payable, net of current portion	62,031
Loans payable, related party, net of current portion	1,387,412	776,751
Total liabilities	3,132,531	2,592,997
Stockholders equity (deficit)
Common Stock, Par Value $0.0001, 3,000,000,000 authorized; 999,704,367 and 850,064,268 issued and outstanding at June 30, 2017 and September 30, 2016	99,970	85,006
Additional Paid In Capital	6,438,306	3,351,452
Accumulated Deficit	(5,883,329)	(4,032,177)
Total stockholders' equity (deficit)	655,580	(594,980)
Non-controlling interest	182,816	187,979
Total equity (deficit)	838,396	(407,001)
Total liabilities and stockholders' equity (deficit)	3,970,927	2,185,996
Series A Preferred Stock
Stockholders equity (deficit)
Convertible Preferred Stock		184
Series B Preferred Stock
Stockholders equity (deficit)
Convertible Preferred Stock	500	500
Series C Preferred Stock
Stockholders equity (deficit)
Convertible Preferred Stock	50	50
Series D Preferred Stock
Stockholders equity (deficit)
Convertible Preferred Stock	$ 83	$ 5

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Fixed assets:
Fixed assets, accumulated depreciation	$ 179,366	$ 68,610
Intangible assets, accumulated amortization	138,509	49,319
Current liabilities
Convertible notes payable, discounts	$ 226,852	$ 121,495
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	999,704,367	850,064,268
Common stock, shares outstanding	999,704,367	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		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Testing services	$ 767,873	$ 83,709	$ 2,081,877	$ 163,366
Consulting services	9,345	32,939	196,520	228,612
Total revenue	777,218	116,648	2,278,397	391,978
Cost of revenues
Testing services	592,273	101,392	1,717,997	308,473
Consulting services	33,373	22,533	65,378	92,601
Depreciation and amortization	28,618	7,659	74,968	14,409
Total cost of revenues	654,264	131,584	1,858,343	415,483
Gross margin	122,954	(14,936)	420,054	(23,505)
Operating Expenses
Selling, general and administrative	582,113	118,513	1,478,007	326,601
Depreciation and amortization	40,413	39,322	114,793	56,732
Total operating expenses	622,526	157,835	1,592,800	383,333
Loss from operations	(499,572)	(172,771)	(1,172,746)	(406,838)
Other income (expense)
Other income	105		105
Interest expense	(227,879)	(44,397)	(649,288)	(185,372)
Loss on disposal of asset				(720)
Gain (loss) on change in fair market value of derivative liabilities	156,892	(203,696)	(34,386)	(238,038)
Total other income (expense)	(70,882)	(248,093)	(683,569)	(424,130)
Net Loss	(570,454)	(420,864)	(1,856,315)	(830,968)
Loss attributable to non-controlling interest	(14,453)	(5,321)	(5,163)	(15,059)
Net Loss attributable to Signal Bay, Inc.	$ (556,001)	$ (415,543)	$ (1,851,152)	$ (815,909)
Basic and diluted loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average common shares outstanding	976,219,903	513,768,896	935,661,327	440,380,497

XML

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities
Net loss	$ (1,856,315)	$ (830,968)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	358,794	92,991
Loss on disposal of asset		720
Default penalties on convertible notes payable		51,229
Depreciation and amortization expense	189,761	71,142
Amortization of debt discount	549,581	90,291
Loss on derivative liability	34,386	238,038
Reduction of security deposit for rent expense	2,095
Changes in operating assets and liabilities:
Accounts receivable	(114,643)	866
Prepaid expenses	28,858	144
Other current asset	40,000
Security deposit	(75,186)	(6,476)
Accounts payable and accrued liabilities	274,051	120,396
Interest payable	84,359	11,775
Customer deposits	55,127
Net cash used in operating activities	(429,132)	(159,852)
Cash flows from investing activities
Net cash received from (paid in) acquisitions of subsidiaries	(6,930)	9,055
Purchase of equipment	(48,726)	(11,699)
Net cash used in investing activities	(55,656)	(2,644)
Cash flows from financing activities
Repayments of capital leases	(10,152)
Proceeds from issuance of common stock	70,000
Proceeds from the issuance of series D preferred stock	114,500
Proceeds from convertible notes, net of original issue discounts and fees	640,000	193,640
Proceeds from loans payable		43,836
Payment on loan payable	(56,396)	(7,036)
Proceeds from notes payable - related party	80,100	20,500
Payments on notes payable - related party	(260,767)	(68,662)
Net cash provided by financing activities	577,285	182,278
Net cash increase for period	92,497	19,782
Cash balance, beginning of period	57,486	25,966
Cash balance, end of period	149,983	45,748
Supplemental disclosure of cash flow information:
Cash paid for interest	15,348	12,098
Cash paid for income tax
Supplemental disclosure of non-cash investing and financing activities
Equipment financed through capital leases	105,120
Vehicles financed through notes payable	75,165
Debt discount from derivative liability	641,637	120,000
Conversion of convertible note and accrued interest into common stock	501,292	88,357
Conversion of Series A Preferred stock to common stock	4,388
Reclassification of derivative liability to additional paid in capital	1,188,126	181,788
Acquisition of Green Style Consulting assets through issuance of preferred shares, cash and note payable	260,000
Acquisition of GreenHaus through issuance of preferred shares and note payable	800,000
Acquisition of Oregon Analytical Services' assets through issuance of preferred shares, common shares and note payable		852,500
Acquisition of Smith Scientific through issuance of preferred shares, common shares and note payable		471,000
Expenses paid by note payable		$ 45,000

XML

NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS

9 Months Ended

Jun. 30, 2017

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 are 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 80% of the issued and outstanding common stock from WB Partners. The merger between the Company and Signal Bay Research was finalized and closed contemporaneously with the share purchase. As part of this share purchase, Mr. Waldrop and Ms. Glauser became the officers and directors of the Company. Immediately after the reverse, WB Partners owned less than 5% of the common stock. The company filed a Form 10-12G on November 25, 2014, and was determined to be a shell company by the SEC as per the Form 10-12G/A which went effective on January 24, 2015. On January 29, 2015, the company filed an 8-K stating it entered into a material agreement and was no longer a shell company.

After the reverse merger, Signal Bay Research, Inc. continues to operate as a wholly owned subsidiary providing compliance, research and advisory services for Signal Bay, Inc.

Signal Bay Services was formed on January 25, 2015, as the management services division of 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 acquired 80% of the outstanding common stock of CR Labs, Inc.

EVIO Inc. was formed on April 4, 2016 to become the holding company for all laboratory operations. 

EVIO Labs Eugene was formed on May 23, 2016, as a wholly owned subsidiary of EVIO Inc. Subsequently on May 24, 2016, EVIO Labs Eugene acquired all of the assets of Oregon Analytical Services, LLC, inclusive of client lists, equipment, trade names and personnel.

On June 1, 2016, EVIO Inc. entered into a share purchase agreement to purchase 80% of the outstanding common stock of Smith Scientific Industries, Inc. d/b/a Kenevir Research in Medford, OR. 

On October 19, 2016, the Company entered into a Membership Interest Purchase Agreement to purchase 100% of the ownership of GreenHaus Analytical Labs, LLC.

On October 26, 2016, the Company entered 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. 

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2017

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 and $100,000 of related party notes payable have been reclassified from long term to current. 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 June 30, 2017:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	263,143	$	263,143

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 or nine months ended June 30, 2017 or 2016.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which revises the definition of a business. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company notes that this guidance will impact its acquisitions beginning January 1, 2018.

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

Net Income (Loss) Per Share

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 1,006,868,224 and 1,433,085,575 potentially dilutive common shares outstanding as of June 30, 2017 and 2016. Because of the net losses incurred during the three and nine months ended June 30, 2017 and 2016, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations.

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ACQUISITIONS

9 Months Ended

Jun. 30, 2017

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 based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company issued 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 based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities Under the purchase agreement, the Company issued 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 June 30,						Nine months ended June 30,
	2017			2016			2017			2016
Revenues
Testing services	$	767,873		$	109,810		$	2,122,073		$	273,769
Consulting services		9,345			32,939			196,520			228,612
Total revenue		777,218			142,749			2,318,593			502,381
Cost of revenue
Testing services		620,687			147,196			1,811,382			415,052
Consulting services		33,373			22,533			65,378			92,601
Total cost of revenue		654,060			169,729			1,876,760			507,653
Gross margin		123,158			(26,979	)		441,833			(5,271	)
Operating expenses
Selling, general and administrative		583,364			150,802			1,484,590			427,241
Depreciation and amortization		30,349			39,322			89,625			56,732
Total operating expenses		613,713			190,124			1,574,215			483,973
Loss from operations		(490,555	)		(217,103	)		(1,132,382	)		(489,244	)
Other income (expense)
Other income		105			-			105			-
Interest expense		(227,879	)		(46,633	)		(649,744	)		(189,899	)
Loss on disposal of asset		-			-			-			(720	)
Gain (loss) on change in fair market value of derivative liabilities		156,892			(203,696	)		(34,386	)		(238,038	)
Total other income (expense)		(70,882	)		(250,329	)		(684,025	)		(428,657	)
Net loss	$	(561,437	)	$	(467,433	)	$	(1,816,407	)	$	(917,902	)

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	$	33,908
2018		135,630
2019		135,630
2020		135,630
2021		93,455
Thereafter		3,955
Total	$	538,208

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RELATED PARTY TRANSACTIONS

9 Months Ended

Jun. 30, 2017

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 repayments totaling $7,500 made during the nine months ended June 30, 2017. There was $84,205 and $91,705 due as of June 30, 2017 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 and nine months ended June 30, 2017 and 2016, the Company incurred total expenses of $7,858 and $14,000 and $35,530 and $48,006 for management advisory 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 June 30, 2017 or September 30, 2016.

During the nine months ended June 30, 2017, the Company received loans from its Chief Executive Officer totaling $80,100 and made repayments totaling $75,650. The loans are non-interest bearing and due on demand. There was $4,450 due as of June 30, 2017.

During the nine months ended June 30, 2017 the Company made repayments to Eric Ezrine, a shareholder of CR Labs, on an outstanding note payable totaling $10,708. The loans carry an interest rate of 0% per annum. There was $2,560 and $13,269 due as of June 30, 2017 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 $18,050 during the nine months ended June 30, 2017. There was $26,450 and $44,500 accrued as of June 30, 2017 and September 30, 2016.

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 nine months ended June 30, 2017, the Company repaid $36,808 to Sara Lausmann, Vice President Client Services. The total amount owed is $700,776 and $737,584 as of June 30, 2017 and September 30, 2016, respectively. As of June 30, 2017 and September 30, 2016, $100,776 and $137,584 and $600,000 and $600,000 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 $40,309 and $13,521 due as of June 30, 2017 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 nine months ended June 30, 2017, the Company repaid $50,000 to Anthony Smith, our Chief Science Officer. The note carries interest at a rate of 5% per annum. There was $261,000 and $311,000 of principal due as of June 30, 2017 and September 30, 2016 and $15,556 and $5,155 of accrued interest due as of June 30, 2017 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 nine months ended June 30, 2017, the Company made repayments totaling $24,100. There was a total of $169,412 due as of June 30, 2017 of which $100,000 is current and $69,412 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 $14,364 of accrued interest due as of June 30, 2017.

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 nine months ended June 30, 2017, the Company made repayments of $8,000. There was $42,000 of principal and $1,532 of accrued interest due as of June 30, 2017.

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 nine months ended June 30, 2017, the Company made repayments totaling $7,000. There was $9,200 and $16,200 due as of June 30, 2017 and September 30, 2016, respectively.

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EQUITY TRANSACTIONS

9 Months Ended

Jun. 30, 2017

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 43,875,285 of common shares during the nine months ended June 30, 2017.

The Company has 0 and 1,840,000 shares of Series A Convertible Stock issued and outstanding as June 30, 2017 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 forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split.

The company has evaluated the Series 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 June 30, 2017 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 forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split.

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

The company has evaluated the Series C Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted.

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 June 30, 2017 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.

As originally issued, in any liquidation, dissolution, or winding up of the Corporation, the holders of the Series D Preferred Stock shall be entitled to receive (a) in preference to the holders of the Common Stock (b) on a pari passu basis to any sum that the holders of the Series B Preferred Stock shall be entitled to receive, but (c) subordinate in preference to any sum that the holders of any shares of any other series of the Corporation's Preferred Stock shall be entitled, an amount equal to $1 per share (subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization). After payment of such sums, (i) the holders of the Series A Preferred Stock and (ii) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of the Series A Preferred Stock into Common Stock at the then- current Conversion Rate. On July 31, 2017, the Company amended its articles of incorporation such that the Series D Preferred Stock shall have no liquidation preference over any other class of stock.

Each holder of outstanding shares of Series D Preferred Stock shall be entitled to the number of votes equal to two hundred fifty (250) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series D Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series D Preferred Stock into 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 forward or reverse split, the conversion ratio shall be modified on a pro rata basis to align with the forward or reverse split.

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

The company has evaluated the Series D Preferred Stock in accordance with FASB ASC Subtopic 470-20, and has determined that there is no beneficial conversion feature that must be accounted.

During the year ended September 30, 2016, the Company issued 48,000 shares of Series D Preferred Stock for cash proceeds of $48,000. During the nine months ended June 30, 2017, 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 June 30, 2017 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 nine months ended June 30, 2017, the Company issued 18,294,900 common shares valued at $307,251 for services; 43,875,285 common shares for the conversion of 1,840,000 shares of Series A Preferred Stock; 7,000,000 common shares for cash proceeds of $70,000; 4,931,250 common shares valued at $133,941 under its employee equity incentive plan; 71,985,755 common shares for the conversion of $530,750 of outstanding principal on convertible notes payable and 3,552,909 for the conversion of $23,227 of convertible accrued interest. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

There were 999,304,367 and 850,064,268 shares of common stock issued and outstanding at June 30, 2017 and September 30, 2016, respectively.

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LOANS PAYABLE

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 6 - LOANS PAYABLE

The Company had the following loans payable outstanding as of June 30, 2017 and September 30, 2016:

	June 30, 2017		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.	$	-	$	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
On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023.		73,644		-
		96,144		77,375
Less: current portion of loans payable		34,113		77,375
Long-term portion of loans payable	$	62,031	$	-

As of June 30, 2017, and September 30, 2016, the Company accrued interest of $2,944 and $638, respectively.

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CONVERTIBLE DEBT

9 Months Ended

Jun. 30, 2017

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		(12,958	)		14,542		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	$	(121,495	)	$	257,605	$	8,029

The following table summarizes all convertible notes outstanding as of June 30, 2017:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	3/2/2017	3/2/2018	$	125,000	$	-		$	125,000	$	4,877
Noteholder 1	6/5/2017	3/2/2018		125,000		(113,426	)		11,574		685
Noteholder 3	9/19/2016	5/19/2017		51,650		-			51,650		4,771
Noteholder 4	3/2/2017	3/2/2018		125,000		-			125,000		4,877
Noteholder 4	6/5/2017	3/2/2018		125,000		(113,426	)		11,574		685
			$	551,650	$	(226,852	)	$	324,798	$	15,210

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 may prepay the note during the first six months it is outstanding. During the nine months ended June 30, 2017, 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 June 30, 2017 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 13, 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. During the nine months ended June 30, 2017, the noteholder converted all outstanding principal and interest in exchange for a total of 7,164,852 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at June 30, 2017 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. During the nine months ended June 30, 2017, the noteholder converted all outstanding principal and interest in exchange for a total of 10,087,373 common shares. There was $0 and $76,650 of principal and $0 and $588 of accrued interest due at June 30, 2017 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 which was funded on January 3, 2017 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. During the nine months ended June 30, 2017, the noteholder converted all outstanding principal and interest in exchange for a total of 11,103,272 common shares. There was $0 and $0 of principal and $0 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

On March 2, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 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 March 2, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. There was $125,000 and $0 of principal and $4,877 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

On March 2, 2017, the Company sold a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith which was funded on June 5, 2017. The Note, together with accrued interest at the annual rate of 8%, is due on March 2, 2018. The Note is convertible into the Company's common stock upon funding at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. There was $125,000 and $0 of principal and $685 and $0 of accrued interest due at June 30, 2017 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 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 nine months ended June 30, 2017, 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 June 30, 2017 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 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 nine months ended June 30, 2017 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 June 30, 2017 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 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 nine months ended June 30, 2017, 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 June 30, 2017 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 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 nine months ended June 30, 2017, the noteholder elected to convert $25,000 of outstanding principal in exchange for $4,807,692 shares of common stock. There was $51,650 and $76,650 of principal and $4,771 and $185 of accrued interest due at June 30, 2017 and September 30, 2016, respectively.

Noteholder 4

On March 2, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 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 March 2, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. There was $125,000 and $0 of principal and $4,877 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

On March 2, 2017, the Company sold a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 of which $0 was an original issue discount resulting in cash proceeds to the Company of $125,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith which was funded on June 5, 2017. The Note, together with accrued interest at the annual rate of 8%, is due on March 2, 2018. The Note is convertible into the Company's common stock upon funding at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. There was $125,000 and $0 of principal and $685 and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

Noteholder 5

On February 5, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $50,000 pursuant to a settlement agreement entered into on the same date. The Note was retroactively dated to August 23, 2016. The Note, together with accrued interest at the annual rate of 8%, is due on August 23, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of the note 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 Note was converted in full on April 25, 2017. There was $0 of principal and $0 of accrued interest due at June 30, 2017 September 30, 2016, respectively.

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DERIVATIVE LIABILITY

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 8 - DERIVATIVE LIABILITY

As of June 30, 2017, and September 30, 2016 the Company had a $263,143 and $775,246 derivative liability balance on the balance sheets and recorded a gain from derivative liability fair value adjustments of $156,892 and loss of $203,696 during the three months ended June 30, 2017 and 2016, respectively and losses of $34,386 and $238,038 during the nine months ended June 30, 2017. 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion in full, 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 nine months ended June 30, 2017. 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 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.

During the nine months ended June 30, 2017, the noteholder elected to convert $25,000 of the outstanding principal to common shares. At June 30, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $47,805 and recorded a $237,145 gain from change in fair value of derivatives and a write of due to conversion of $40,878 for the nine months ended June 30, 2017. 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 18%, (3) risk-free interest rate of .84%, (4) expected life of 0.05 of a year, and (5) estimated fair value of the Company’s common stock of $0.0126 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 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 nine months ended September 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 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 nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 nine months ended June 30, 2017. 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. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,650 Convertible Promissory Notes to an unrelated party that matures on August 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. 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 $108,896 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 $32,246 being recognized as a loss on derivative fair value measurement.

During the nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 an $8,220 loss from change in fair value and write off of derivatives of $117,116 due to conversion for the nine months ended June 30, 2017. 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 73%, (3) risk-free interest rate of .78%, (4) expected life of 0.37 of a year, and (5) estimated fair value of the Company’s common stock of $0.0201 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $76,650 Convertible Promissory Notes to an unrelated party that matures on August 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. 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 $108,896 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 $32,246 being recognized as a loss on derivative fair value measurement.

During the nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 $24,629 gain from change in fair value and write off of derivatives of $84,267 due to conversion for the nine months ended June 30, 2017. 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 37%, (3) risk-free interest rate of .85%, (4) expected life of 0.17 of a year, and (5) estimated fair value of the Company’s common stock of $0.0150 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $125,000 Convertible Promissory Notes to an unrelated party that matures on March 2, 2018. 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 35% discount from the lowest trading price in the fifteen 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. 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 $159,867 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $125,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $34,867 being recognized as a loss on derivative fair value measurement.

At June 30, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $107,669 and recorded a $52,198 gain from change in fair value of derivative liabilities for the nine months ended June 30, 2017. 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 118%, (3) risk-free interest rate of 1.14%, (4) expected life of 0..67 of a year, and (5) estimated fair value of the Company’s common stock of $0.0126 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $125,000 Convertible Promissory Notes to an unrelated party that matures on March 2, 2018. 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 35% discount from the lowest trading price in the fifteen 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. 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 $159,867 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $125,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $34,867 being recognized as a loss on derivative fair value measurement.

At June 30, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $107,669 and recorded a $52,198 gain from change in fair value of derivative liabilities for the nine months ended June 30, 2017. 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 118%, (3) risk-free interest rate of 1.14%, (4) expected life of 0.67 of a year, and (5) estimated fair value of the Company’s common stock of $0.0126 per share. 

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $50,000 Convertible Promissory Notes to an unrelated party that matures on August 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 fifteen 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. 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 upon the note becoming convertible on February 23, 2017 was $40,037 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $40,037 which was up to the face value of the convertible note.

During the nine months ended June 30, 2017, the noteholder elected to convert all outstanding principal and interest due. Upon conversion, 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 $16,319 loss from change in fair value and write off of derivatives of $56,356 due to conversion for the nine months ended June 30, 2017. 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 70%, (3) risk-free interest rate of .82%, (4) expected life of 0.33 of a year, and (5) estimated fair value of the Company’s common stock of $0.0212 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 June 30, 2017:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		1,063,577
Change in fair market value		(387,554	)
Write off due to conversion		(1,188,126	)
Balance, June 30, 2017	$	263,143

The following table summarizes the loss on derivative liability included in the income statement for the nine months ended June 30, 2017 and 2016, respectively.

	June 30,
	2017			2016
Day one loss due to derivatives on convertible debt	$	421,940		$	170,637
Change in fair value of derivatives		(387,554	)		67,401
Total derivative expense (gain)	$	34,386		$	238,038

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INDUSTRY SEGMENTS

9 Months Ended

Jun. 30, 2017

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.

Advisory

The Company provides advisory, licensing and compliance services to the cannabis industry under its brand Signal Bay Research. Advisory 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 June 30, 2017, 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.

Nine months ended June 30, 2017	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	196,520		$	2,081,877		$	2,278,397
Segment income (loss) from operations		(589,258	)		(192,898	)		(390,590	)		(1,172,746	)
Total assets		85,877			240,459			3,644,591			3,970,927
Capital expenditures		-			(1,038	)		(47,688	)		(48,726	)
Depreciation and amortization		-			17,922			171,839			189,761
Nine months ended June 30, 2016	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	228,612		$	163,366		$	391,978
Segment income (loss) from operations		(173,229	)		(112,917	)		(120,692	)		(406,838	)
Total assets		18,545			116,504			2,036,821			2,171,870
Capital expenditures		-			-			12,407			12,407
Depreciation and amortization		-			17,766			53,375			71,141
Three months ended June 30, 2017	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	9,345		$	767,873		$	777,218
Segment income (loss) from operations		(210,554	)		(197,546	)		(91,472	)		(499,572	)
Total assets		85,877			240,459			3,644,591			3,970,927
Capital expenditures		-			-			(2,962	)		(2,962	)
Depreciation and amortization		-			5,975			63,056			69,031
Three months ended June 30, 2016	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	6,399		$	-		$	6,399
Segment income (loss) from operations		(22,681	)		(297,471	)		-			(320,152	)
Total assets		4,345			139,910			-			144,255
Capital expenditures		-			5,694			-			5,694
Depreciation and amortization		-			5,612			-			5,612

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STOCK OPTIONS AND WARRANTS

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 10 - STOCK OPTIONS AND WARRANTS

The following table summarizes all stock option and warrant activity for the nine months ended June 30, 2017:

	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, June 30, 2017		34,500,000		$	0.005

The following table discloses information regarding outstanding and exercisable options and warrants at June 30, 2017:

		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		4.13		7,625,000	$	0.004
$	0.013		4,000,000		0.013		4.31		-		0.013
Total			34,500,000	$	0.005		4.15		7,625,000	$	0.004

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:

	June 30, 2017
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 $63,917 and $0 during the nine months ended June 30, 2017 and 2016 and $14,133 and $0 during the three months ended June 30, 2017 and 2016, respectively. There was $106,208 of unrecognized stock based compensation expense as of June 30, 2017.

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SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 11 - SUBSEQUENT EVENTS

Long Term Lease Agreement

On July 18, 2017, the Company entered into a lease for office and lab space in Costa Mesa, California. The lease is effective August 1, 2017 and terminates on July 31, 2022 and requires monthly rental payments of $6,743 from August 2017 to January 2018 then monthly rental payments of $11,841 from February 2018 to July 2022.

Convertible Notes Payable

On July 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on July 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

On July 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on July 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

On August 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on August 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

On August 14, 2017, the Company entered into a convertible note payable with an unrelated party for $275,600 of which $15,600 was an original issue discount resulting in net cash proceeds to the Company of $260,000. The convertible note payable carries interest at a rate of 8% per annum, is due on August 14, 2018 and is convertible into common stock of the Company at the option of the noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

Common Stock Issuances

On various dates in July 2017, the Company issued a total of 6,950,000 shares of common stocsk for services valued at $80,103.

On July 18, 2017, the Company issued 6,666,697 and 1,528,803 shares of common stock for the conversion of $26,250 of outstanding principal and $6,132 of accrued interest on a convertible note payable. The conversion was conducted under the contractual terms of the convertible note payable.

On August 3, 2017, the Company issued 19,230,769 and 248,683 shares of common stock for the conversion of $125,000 of outstanding principal and $1,616 of accrued interest on a convertible note payable. The conversion was conducted under the contractual terms of the convertible note payable.

Stock Option Issuances

During July and August 2017, the Company issued a total of 38,000,000 options to 28 different employees and consultants. The options have exercise prices ranging from $0.0126 to $0.0166 per share whereby the weighted average exercise price is $0.0129 per share. The options vest in 25% increments with the first 25% of the grant vesting six months after issuance and an additional 25% vesting every six months thereafter whereby each grant will be fully vested on the two year anniversary of issuance.

Acquisition

On August 1, 2017, the Company completed its acquisition of Viridis Analytics, Inc. pursuance to a membership interest transfer agreement entered into on July 26, 2017 for $500,000 in cash and a secured promissory note for $500,000 for total consideration of $1,000,000. The Note accrues interest at a rate of 8% annually, with all principal and any accrued and unpaid interest due and payable in full on the first anniversary of the note, or August 1, 2018. The repayment of all principal and accrued and unpaid interest is secured by a first priority interest in Viridis’ assets. An Event of Default will occur under the Note if (i) the Company fails to pay any amounts due under the note within fiteen business days from when it is due; (ii) the Company defaults in the performance of any term, covenant, agreement, condition, undertaking or provision of the membership interest transfer agreement; or (iii) the Company is involved in a bankruptcy action, is generally not paying, shall be unable to pay, or shall admit in writing its inability to pay its debts as they become due, or make a general assignment for the benefit of its creditors. In the event of such a default the noteholder may declare all amounts under the note immediately due and payable in cash and will be entitled to reimbursement of its reasonable costs and expenses related to collection of all amounts owing in connection thereof, assuming the Company fails to cure a default within a period of fifteen business days.

Amendment to Articles of Incorporation

On July 31, 2017, stockholders holding 62.54% (the “Approving Stockholders”) of the then outstanding shares of our Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock “) voted at a special meeting of holders of Series D Preferred Stock held on July 31, 2017 (the “Series D Special Meeting’) to approve an amendment to the Certificate of Designation, Preferences and Rights of Series D Preferred Stock (the “Series D Certificate of Designation”) in order to correct an error and require a proportionate adjustment to the voting ratio of the Series D Preferred Stock in the event of a reverse split of the Company’s capital stock (the “Series D Amendment”). The amendment was filed with the Secretary of State of the State of Colorado on August 1, 2017.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2017

Summary Of Significant Accounting Policies Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited 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 and $100,000 of related party notes payable have been reclassified from long term to current. 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 June 30, 2017:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	263,143	$	263,143

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 or nine months ended June 30, 2017 or 2016.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which revises the definition of a business. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted. The Company notes that this guidance will impact its acquisitions beginning January 1, 2018.

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

Net Income (Loss) Per Share

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 1,006,868,224 and 1,433,085,575 potentially dilutive common shares outstanding as of June 30, 2017 and 2016. Because of the net losses incurred during the three and nine months ended June 30, 2017 and 2016, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jun. 30, 2017

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 June 30, 2017:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	263,143	$	263,143

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)

9 Months Ended

Jun. 30, 2017

Proforma of the Company's operations

SIGNAL BAY, INC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended June 30,						Nine months ended June 30,
	2017			2016			2017			2016
Revenues
Testing services	$	767,873		$	109,810		$	2,122,073		$	273,769
Consulting services		9,345			32,939			196,520			228,612
Total revenue		777,218			142,749			2,318,593			502,381
Cost of revenue
Testing services		620,687			147,196			1,811,382			415,052
Consulting services		33,373			22,533			65,378			92,601
Total cost of revenue		654,060			169,729			1,876,760			507,653
Gross margin		123,158			(26,979	)		441,833			(5,271	)
Operating expenses
Selling, general and administrative		583,364			150,802			1,484,590			427,241
Depreciation and amortization		30,349			39,322			89,625			56,732
Total operating expenses		613,713			190,124			1,574,215			483,973
Loss from operations		(490,555	)		(217,103	)		(1,132,382	)		(489,244	)
Other income (expense)
Other income		105			-			105			-
Interest expense		(227,879	)		(46,633	)		(649,744	)		(189,899	)
Loss on disposal of asset		-			-			-			(720	)
Gain (loss) on change in fair market value of derivative liabilities		156,892			(203,696	)		(34,386	)		(238,038	)
Total other income (expense)		(70,882	)		(250,329	)		(684,025	)		(428,657	)
Net loss	$	(561,437	)	$	(467,433	)	$	(1,816,407	)	$	(917,902	)

Schedule of future amortization associated with the intangible assets acquired

For the years ended September 30,	Amortization
2017	$	33,908
2018		135,630
2019		135,630
2020		135,630
2021		93,455
Thereafter		3,955
Total	$	538,208

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

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LOANS PAYABLE (Tables)

9 Months Ended

Jun. 30, 2017

Loans Payable Tables

Schedule of loans payable outstanding

	June 30, 2017		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.	$	-	$	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
On March 16, 2017, the Company executed notes payable for the purchase of three vehicles. The notes carry interest at 6.637% annually and mature on March 31, 2023.		73,644		-
		96,144		77,375
Less: current portion of loans payable		34,113		77,375
Long-term portion of loans payable	$	62,031	$	-

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CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Jun. 30, 2017

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		(12,958	)		14,542		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	$	(121,495	)	$	257,605	$	8,029

The following table summarizes all convertible notes outstanding as of June 30, 2017:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	3/2/2017	3/2/2018	$	125,000	$	-		$	125,000	$	4,877
Noteholder 1	6/5/2017	3/2/2018		125,000		(113,426	)		11,574		685
Noteholder 3	9/19/2016	5/19/2017		51,650		-			51,650		4,771
Noteholder 4	3/2/2017	3/2/2018		125,000		-			125,000		4,877
Noteholder 4	6/5/2017	3/2/2018		125,000		(113,426	)		11,574		685
			$	551,650	$	(226,852	)	$	324,798	$	15,210

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DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Jun. 30, 2017

Derivative Liabilities Tables

Summary of 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 June 30, 2017:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		1,063,577
Change in fair market value		(387,554	)
Write off due to conversion		(1,188,126	)
Balance, June 30, 2017	$	263,143

Summary of loss on derivative liability

	June 30,
	2017			2016
Day one loss due to derivatives on convertible debt	$	421,940		$	170,637
Change in fair value of derivatives		(387,554	)		67,401
Total derivative expense (gain)	$	34,386		$	238,038

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INDUSTRY SEGMENTS (Tables)

9 Months Ended

Jun. 30, 2017

Industry Segments Tables

Summary of the Company's current segments

Nine months ended June 30, 2017	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	196,520		$	2,081,877		$	2,278,397
Segment income (loss) from operations		(589,258	)		(192,898	)		(390,590	)		(1,172,746	)
Total assets		85,877			240,459			3,644,591			3,970,927
Capital expenditures		-			(1,038	)		(47,688	)		(48,726	)
Depreciation and amortization		-			17,922			171,839			189,761
Nine months ended June 30, 2016	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	228,612		$	163,366		$	391,978
Segment income (loss) from operations		(173,229	)		(112,917	)		(120,692	)		(406,838	)
Total assets		18,545			116,504			2,036,821			2,171,870
Capital expenditures		-			-			12,407			12,407
Depreciation and amortization		-			17,766			53,375			71,141
Three months ended June 30, 2017	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	9,345		$	767,873		$	777,218
Segment income (loss) from operations		(210,554	)		(197,546	)		(91,472	)		(499,572	)
Total assets		85,877			240,459			3,644,591			3,970,927
Capital expenditures		-			-			(2,962	)		(2,962	)
Depreciation and amortization		-			5,975			63,056			69,031
Three months ended June 30, 2016	Corporate			Advisory Services			Testing Services			Total Consolidated
Revenue	$	-		$	6,399		$	-		$	6,399
Segment income (loss) from operations		(22,681	)		(297,471	)		-			(320,152	)
Total assets		4,345			139,910			-			144,255
Capital expenditures		-			5,694			-			5,694
Depreciation and amortization		-			5,612			-			5,612

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STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

Jun. 30, 2017

Stock Options And Warrants Tables

Summary of stock option and warrant activity

	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, June 30, 2017		34,500,000		$	0.005

Schdule of outstanding and exercisable options and warrants

		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		4.13		7,625,000	$	0.004
$	0.013		4,000,000		0.013		4.31		-		0.013
Total			34,500,000	$	0.005		4.15		7,625,000	$	0.004

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

	June 30, 2017
Expected term of options granted		5 years
Expected volatility		409 - 425	%
Risk-free interest rate		1.14 – 1.24	%
Expected dividend yield		0	%

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NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS (Details Narrative) - shares		9 Months Ended
	Jun. 01, 2016	Jun. 30, 2017	Oct. 19, 2016	Sep. 17, 2015
Common Stock | Mr. Waldrop and Ms. Glauser [Member]
Common stock purchase agreement		80.00%
Common Stock | WB Partners [Member]
Ownership		5.00%
CR Labs [Member] | Common Stock
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%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Liabilities
Derivative financial instruments	$ 263,143	$ 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	$ 263,143	$ 775,246

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Sep. 30, 2016
Summary Of Significant Accounting Policies Details Narrative
Voting equity interests	50.00%
Accumulated amortization			$ 31,178
Related party notes payable			$ 100,000
Dilutive common shares outstanding	1,006,868,224	1,433,085,575

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ACQUISITIONS (Details) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
ASSETS ACQUIRED:
PREPAID EXPENSES	$ 170,442
GOODWILL	2,415,057	1,415,408
RELATED PARTY PAYABLES		$ 100,000
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

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ACQUISITIONS (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Testing services	$ 767,873	$ 83,709	$ 2,081,877	$ 163,366
Consulting services	9,345	32,939	196,520	228,612
Total Revenue	777,218	116,648	2,278,397	391,978
Cost of revenue
Consulting services	33,373	22,533	65,378	92,601
Total cost of revenue	654,264	131,584	1,858,343	415,483
Operating expenses
Selling, general and administrative	582,113	118,513	1,478,007	326,601
Depreciation and amortization	40,413	39,322	114,793	56,732
Other income (expense)
Other income	105		105
Interest expense	(227,879)	(44,397)	(649,288)	(185,372)
Loss on disposal of assets				(720)
(Loss) gain on change in fair market value of derivative liabilities	156,892	(203,696)	(34,386)	(238,038)
Net Loss	(570,454)	(420,864)	(1,856,315)	(830,968)
Pro Forma [Member]
Revenues
Testing services	767,873	109,810	2,122,073	273,769
Consulting services	9,345	32,939	196,520	228,612
Total Revenue	777,218	142,749	2,318,593	502,381
Cost of revenue
Testing services	620,687	147,196	1,811,382	415,052
Consulting services	33,373	22,533	65,378	92,601
Total cost of revenue	654,060	169,729	1,876,760	507,653
Gross margin	123,158	(26,979)	441,833	(5,271)
Operating expenses
Selling, general and administrative	583,364	150,802	1,484,590	427,241
Depreciation and amortization	30,349	39,322	89,625	56,732
Total operating expenses	613,713	190,124	1,574,215	483,973
Loss from Operations	(490,555)	(217,103)	(1,132,382)	(489,244)
Other income (expense)
Other income	105		105
Interest expense	(227,879)	(46,633)	(649,744)	(189,899)
Loss on disposal of assets				(720)
(Loss) gain on change in fair market value of derivative liabilities	156,892	(203,696)	(34,386)	(238,038)
Total other income (expense)	(70,882)	(250,329)	(684,025)	(428,657)
Net Loss	$ (561,437)	$ (467,433)	$ (1,816,407)	$ (917,902)

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ACQUISITIONS (Details 2)	Jun. 30, 2017 USD ($)
Acquisitions Details 2
2017	$ 33,908
2018	135,630
2019	135,630
2020	135,630
2021	93,455
Thereafter	3,955
Total	$ 538,208

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ACQUISITIONS (Details Narrative) - USD ($)	1 Months Ended
	Oct. 26, 2016	Oct. 19, 2016
Green Style Consulting, LLC [Member]
Issuance of shares	210,000
Preferred stock, value	$ 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
Greenhaus Analytical Labs, LLC [Member]
Ownership		100.00%
Issuance of shares		460,000
Preferred stock, value		$ 460,000
Issuance of promissory note		340,000
Transaction cost		$ 800,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 01, 2016	Jun. 01, 2016	Oct. 19, 2016	May 24, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Sep. 30, 2016
Proceeds from notes payable - related party							$ 80,100	$ 20,500
Current Portion - Notes Payable - Related Party									$ 100,000
Repayment to related party							18,050
Notes Payable - Related Party, less Current Portion					$ 1,387,412		1,387,412		776,751
Chief Science Officer [Member]
Borrowed amount									16,200
Due to related parties					9,200		9,200		16,200
Repayment to related party							7,000
Green Style Consulting, LLC [Member]
Company repaid							8,000
Interest rate	5.00%
Current Portion - Notes Payable - Related Party	$ 50,000
Maturity date	Oct. 31, 2018
Principal balance					42,000		42,000
Accrued interest							1,532
Greenhaus Analytical Services, LLC [Member]
Due to related parties			$ 340,000
Interest rate			6.00%
Current Portion - Notes Payable - Related Party			$ 340,000
Maturity date			Oct. 16, 2020
Accrued interest			$ 14,364
Chief Operating Officer [Member]
Borrowed amount									96,000
Due to related parties					$ 84,205		$ 84,205		$ 91,705
Interest rate					0.00%		0.00%		0.00%
Repayment to related party							$ 7,500		$ 4,295
Newport Commercials Advisors [Member]
Management consulting services expenses					$ 7,858	$ 14,000	35,530	$ 48,006
Chief Executive Officer [Member]
Proceeds from notes payable - related party							80,100
Due to related parties					4,450		4,450
Repayment to related party							75,650
Eric Ezrine, CR Labs, President [Member]
Due to related parties					$ 2,560		$ 2,560		13,269
Interest rate					0.00%		0.00%
Payment of severance agreement									44,500
Repayment to related party							$ 10,708
Account payable					$ 26,450		26,450		44,500
Sara Lausmann [Member]
Borrowed amount				$ 972,500
Due to related parties					$ 700,776		$ 700,776		$ 737,584
Interest rate					5.00%		5.00%		5.00%
Management consulting services expenses							$ 40,309		$ 13,521
Current Portion - Notes Payable - Related Party					$ 100,776		100,776		137,584
Repayment to related party							36,808
Notes Payable - Related Party, less Current Portion					600,000		600,000		600,000
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]
Acquisition of business, amount		$ 636,000
Percentage owned		80.00%
Company repaid							50,000
Due to related parties					$ 261,000		$ 261,000		311,000
Interest rate					5.00%		5.00%
Management consulting services expenses							$ 15,556		$ 5,155
Series C Convertible Preferred Stock, Shares Issued		300,000
Preferred Stock value		$ 135,000
Short-term loan		$ 336,000
Henry Grimmett [Member]
Quarterly payments			25,000
Company repaid							24,100
Due to related parties			$ 194,512		$ 169,412		169,412
Interest rate			0.00%
Short-term loan					100,000		100,000
Long-term note					$ 69,412		$ 69,412

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EQUITY TRANSACTIONS (Details Narrative) - USD ($)

9 Months Ended

12 Months Ended

Jun. 30, 2017

Sep. 30, 2016

Common shares issued for cash proceeds, Amount

$ 70,000

Common shares issued for cash proceeds, Shares

7,000,000

Common shares issued for equity incentive plan, Amount

$ 133,941

$ 46,473

Common shares issued for equity incentive plan, Shares

4,931,250

6,087,500

Common shares issued for services valued, Amount

$ 307,251

$ 138,447

Common shares issued for services valued, Shares

18,294,900

42,827,010

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

3,552,909

1,468,582

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

$ 23,227

$ 4,135

Common stock, shares issued

999,704,367

850,064,268

Common stock, shares outstanding

999,704,367

850,064,268

Convertible Notes Payable [Member]

Debt conversion converted instrument shares issued

71,985,755

401,032,581

Debt conversion original amount

$ 530,750

$ 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

43,875,285

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 non assessable shares of Common Stock

100

Issuance of Common Stock

100

Preferred stock designated shares

5,000,000

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 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 non assessable 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 non assessable 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

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LOANS PAYABLE (Details) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
Loan Payable	$ 96,144	$ 77,375
Less: current portion of loans payable	34,113	77,375
Long-term portion of loans payable	62,031
Loans Payable [Member]
Loan Payable		49,875
Loans Payable One [Member]
Loan Payable	22,500	27,500
Loans Payable Two [Member]
Loan Payable	$ 73,644

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LOANS PAYABLE (Details Narrative)	1 Months Ended
	Mar. 16, 2017	Jul. 22, 2016 USD ($) Number	Jun. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	May 24, 2016 USD ($)
Debt discount			$ 226,852	$ 121,495
Loans Payable [Member]
Accrued interest			$ 2,944	$ 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	6.637%				5.00%
Maturity date	Mar. 31, 2023

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CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	9 Months Ended	12 Months Ended
	Jun. 30, 2017	Sep. 30, 2016	Mar. 21, 2016
Principal amount	$ 551,650	$ 379,100
Unamortized Debt Discount	(226,852)	(121,495)
Carrying Value	324,798	257,605
Accrued Interest	$ 15,210	$ 8,029
Noteholder 1 [Member]
Issue Date	Mar. 02, 2017	May 17, 2016
Due Date	Mar. 02, 2018	May 18, 2017
Principal amount	$ 125,000	$ 76,650
Unamortized Debt Discount		(5,867)
Carrying Value	125,000	70,783
Accrued Interest	$ 4,877	$ 2,268
Noteholder 1 One [Member]
Issue Date	Jun. 05, 2017	Aug. 26, 2016
Due Date	Mar. 02, 2018	Aug. 26, 2017
Principal amount	$ 125,000	$ 76,650
Unamortized Debt Discount	(113,426)	(6,650)
Carrying Value	11,574	70,000
Accrued Interest	$ 685	$ 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	$ 51,650	$ 27,500	$ 27,500
Unamortized Debt Discount		(12,958)
Carrying Value	51,650	14,542
Accrued Interest	$ 4,771	$ 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
Noteholder 4 Four [Member]
Issue Date	Mar. 02, 2017
Due Date	Mar. 02, 2018
Principal amount	$ 125,000
Unamortized Debt Discount
Carrying Value	125,000
Accrued Interest	$ 4,877
Noteholder 4 One [Member]
Issue Date	Jun. 05, 2017
Due Date	Mar. 02, 2018
Noteholder 4 Four One [Member]
Principal amount	$ 125,000
Unamortized Debt Discount	(113,426)
Carrying Value	11,574
Accrued Interest	$ 685

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

1 Months Ended

9 Months Ended

Mar. 02, 2017

Feb. 05, 2017

Sep. 19, 2016

Aug. 26, 2016

May 23, 2016

May 19, 2016

May 17, 2016

Mar. 21, 2016

Jun. 30, 2017

Sep. 30, 2016

Convertible promissiory note principal amount

$ 551,650

$ 379,100

Noteholder 5 [Member]

Convertible promissiory note principal amount

$ 50,000

Annual interest rate

8.00%

Maturity date of note

Aug. 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 the note 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.

Noteholder 4 Four [Member] | Transaction 2 [Member]

Convertible promissiory note principal amount

$ 125,000

Discount on convertible promissiory note

0

Cash proceeds from convertible promissiory note

$ 125,000

Annual interest rate

8.00%

Maturity date of note

Mar. 02, 2018

Description of conversion of note payable

The Note is convertible into the Company's common stock upon funding at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion

Noteholder 4 Four [Member] | Transaction 1 [Member]

Convertible promissiory note principal amount

$ 125,000

Discount on convertible promissiory note

0

Cash proceeds from convertible promissiory note

$ 125,000

Annual interest rate

8.00%

Maturity date of note

Mar. 02, 2018

Description of conversion of note payable

The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion.

Noteholder 3 Three [Member]

Convertible promissiory note principal amount

$ 76,650

$ 76,650

Discount on convertible promissiory note

6,650

6,650

Cash proceeds from convertible promissiory note

$ 63,000

$ 70,000

Annual interest rate

8.00%

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.

Amount paid to third party

$ 7,000

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%

Maturity date of note

May 23, 2017

Accrued interest on note

0

1,282

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.

Noteholder 1 [Member] | Transaction 2 [Member]

Convertible promissiory note principal amount

$ 125,000

$ 76,650

$ 76,650

Discount on convertible promissiory note

0

6,650

6,650

Cash proceeds from convertible promissiory note

$ 125,000

$ 70,000

$ 70,000

Annual interest rate

8.00%

8.00%

8.00%

Maturity date of note

Mar. 02, 2018

Aug. 26, 2017

May 18, 2017

Description of conversion of note payable

The Note is convertible into the Company's common stock upon funding at a conversion price equal to 65% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion.

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 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 1 [Member]

Convertible promissiory note principal amount

$ 125,000

$ 76,650

Discount on convertible promissiory note

0

6,650

Cash proceeds from convertible promissiory note

$ 125,000

$ 70,000

Annual interest rate

8.00%

8.00%

Maturity date of note

Mar. 02, 2018

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 65% 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 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] | March 2, 2017 [Member] | Transaction 2 [Member]

Convertible promissiory note principal amount

125,000

0

Accrued interest on note

685

0

Noteholder 1 [Member] | March 2, 2017 [Member] | Transaction 1 [Member]

Convertible promissiory note principal amount

125,000

0

Accrued interest on note

4,877

0

Noteholder 1 [Member] | August 26, 2016 [Member] | Transaction 2 [Member]

Convertible promissiory note principal amount

0

0

Accrued interest on note

$ 0

0

Debt conversion converted instrument shares issued

11,103,272

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

Convertible promissiory note principal amount

$ 0

76,650

Accrued interest on note

$ 0

588

Debt conversion converted instrument shares issued

10,087,373

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

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

Convertible promissiory note principal amount

$ 0

0

Accrued interest on note

$ 0

0

Debt conversion converted instrument shares issued

7,164,852

Noteholder 1 [Member] | May 17, 2016 [Member] | Transaction 1 [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 5 [Member] | Convertible promissory note [Member] | February 5, 2017 [Member]

Convertible promissiory note principal amount

$ 0

0

Accrued interest on note

0

0

Noteholder 4 [Member] | Convertible promissory note [Member] | March 2, 2017 [Member] | Transaction 2 [Member]

Convertible promissiory note principal amount

125,000

0

Accrued interest on note

685

0

Noteholder 4 [Member] | Convertible promissory note [Member] | March 2, 2017 [Member] | Transaction 1 [Member]

Convertible promissiory note principal amount

125,000

0

Accrued interest on note

4,877

0

Noteholder 3 Three [Member]

Convertible promissiory note principal amount

$ 27,500

51,650

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

Convertible promissiory note principal amount

51,650

76,650

Accrued interest on note

$ 4,771

185

Debt conversion converted instrument shares issued

4,807,692

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.

Outstanding principal amount

$ 25,000

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

Convertible promissiory note principal amount

0

76,650

Accrued interest on note

$ 0

2,252

Debt conversion converted instrument shares issued

12,735,692

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.

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

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.

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DERIVATIVE LIABILITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Jun. 30, 2017	Sep. 30, 2016
Beginning Balance	$ 775,246
Ending Balance	263,143	$ 775,246
Derivative Liability [Member]
Beginning Balance	775,246	200,460
Initial measurement of derivative liabilities	1,063,577	634,862
Change in fair market value	(387,554)	1,014,678
Write off due to conversion	(1,188,126)	(1,074,754)
Ending Balance	$ 263,143	$ 775,246

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DERIVATIVE LIABILITY (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Total derivative expense (gain)	$ 156,892	$ (203,696)	$ (34,386)	$ (238,038)
Derivative Liability [Member]
Day one loss due to derivatives on convertible debt			421,940	170,637
Change in fair value of derivatives			(387,554)	67,401
Total derivative expense (gain)			$ 34,386	$ 238,038

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DERIVATIVE LIABILITY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Sep. 30, 2016
Derivative liability	$ 263,143		$ 263,143		$ 775,246
Loss on change in fair market value of derivative liabilities	(156,892)	$ 203,696	34,386	$ 238,038
Convertible Notes Payable Eleven [Member]
Loss on change in fair market value of derivative liabilities			0
Convertible Promissory Notes	50,000		$ 50,000
Maturity date			Aug. 23, 2017
Interest rate			8.00%
Discounted rate			28.00%
Aggregate fair value	40,037		$ 40,037
Debt discount	40,037		40,037
Change in fair value of derivatives			16,319
Derivative liability due to conversion	56,356		$ 56,356
Dividend yield			0.00%
Expected volatility rate			70.00%
Risk-free interest rate			0.82%
Expected life			3 months 29 days
Estimated fair value per share			$ 0.0212
Convertible Notes Payable Ten [Member]
Loss on change in fair market value of derivative liabilities			$ 107,669
Convertible Promissory Notes	125,000		$ 125,000
Maturity date			Mar. 02, 2018
Interest rate			8.00%
Discounted rate			35.00%
Aggregate fair value	159,867		$ 159,867
Debt discount	125,000		125,000
Fair value at initial measurement of derivative liability	34,867		34,867
Change in fair value of derivatives			$ 52,198
Dividend yield			0.00%
Expected volatility rate			118.00%
Risk-free interest rate			1.14%
Expected life			8 months 2 days
Estimated fair value per share			$ 0.0126
Convertible Notes Payable Nine [Member]
Loss on change in fair market value of derivative liabilities			$ 107,669
Convertible Promissory Notes	125,000		$ 125,000
Maturity date			Mar. 02, 2018
Interest rate			8.00%
Discounted rate			35.00%
Aggregate fair value	159,867		$ 159,867
Debt discount	125,000		125,000
Fair value at initial measurement of derivative liability	34,867		34,867
Change in fair value of derivatives			$ 52,198
Dividend yield			0.00%
Expected volatility rate			118.00%
Risk-free interest rate			1.14%
Expected life			8 months 2 days
Estimated fair value per share			$ 0.0126
Convertible Notes Payable Eight [Member]
Loss on change in fair market value of derivative liabilities			$ 0
Convertible Promissory Notes	76,650		$ 76,650
Maturity date			Aug. 18, 2017
Interest rate			8.00%
Discounted rate			45.00%
Aggregate fair value	108,896		$ 108,896
Debt discount	76,650		76,650
Fair value at initial measurement of derivative liability	32,246		32,246
Change in fair value of derivatives			24,629
Derivative liability due to conversion	84,267		$ 84,267
Dividend yield			0.00%
Expected volatility rate			37.00%
Risk-free interest rate			0.85%
Expected life			2 months 1 day
Estimated fair value per share			$ 0.0150
Convertible Notes Payable Seven [Member]
Loss on change in fair market value of derivative liabilities			$ 0
Convertible Promissory Notes	76,650		$ 76,650
Maturity date			Aug. 18, 2017
Interest rate			8.00%
Discounted rate			45.00%
Aggregate fair value	108,896		$ 108,896
Debt discount	76,650		76,650
Fair value at initial measurement of derivative liability	32,246		32,246
Change in fair value of derivatives			8,220
Derivative liability due to conversion	117,116		$ 117,116
Dividend yield			0.00%
Expected volatility rate			73.00%
Risk-free interest rate			0.78%
Expected life			4 months 13 days
Estimated fair value per share			$ 0.0201
Convertible Notes Payable Six [Member]
Loss on change in fair market value of derivative liabilities			$ 0
Convertible Promissory Notes	45,000		$ 45,000
Maturity date			May 23, 2017
Interest rate			8.00%
Discounted rate			28.00%
Aggregate fair value	69,650		$ 69,650
Debt discount	45,000		45,000
Fair value at initial measurement of derivative liability	24,650		24,650
Change in fair value of derivatives			8,260
Derivative liability due to conversion	61,390		$ 61,390
Dividend yield			0.00%
Expected volatility rate			253.00%
Risk-free interest rate			0.63%
Expected life			5 months 52 days
Estimated fair value per share			$ 0.0264
Convertible Notes Payable Five [Member]
Loss on change in fair market value of derivative liabilities			$ 0
Convertible Promissory Notes	76,500		$ 76,500
Maturity date			May 18, 2017
Interest rate			8.00%
Discounted rate			45.00%
Aggregate fair value	136,874		$ 136,874
Debt discount	76,650		76,650
Fair value at initial measurement of derivative liability	60,224		60,224
Change in fair value of derivatives			31,054
Derivative liability due to conversion	105,820		$ 105,820
Dividend yield			0.00%
Expected volatility rate			245.00%
Risk-free interest rate			0.66%
Expected life			5 months 16 days
Estimated fair value per share			$ 0.0209
Convertible Notes Payable Four [Member]
Loss on change in fair market value of derivative liabilities			$ 0
Convertible Promissory Notes	76,500		$ 76,500
Maturity date			May 18, 2017
Interest rate			8.00%
Discounted rate			45.00%
Aggregate fair value	279,490		$ 279,490
Debt discount	76,650		76,650
Fair value at initial measurement of derivative liability	202,840		202,840
Change in fair value of derivatives			22,645
Derivative liability due to conversion	256,845		$ 256,845
Dividend yield			0.00%
Expected volatility rate			260.00%
Risk-free interest rate			0.63%
Expected life			5 months 76 days
Estimated fair value per share			$ 0.0285
Convertible Notes Payable Three [Member]
Loss on change in fair market value of derivative liabilities			$ 47,805
Convertible Promissory Notes	76,500		$ 76,500
Maturity date			May 19, 2017
Interest rate			8.00%
Discounted rate			50.00%
Aggregate fair value	255,582		$ 255,582
Debt discount	70,000		70,000
Fair value at initial measurement of derivative liability	185,582		185,582
Change in fair value of derivatives			237,145
Derivative liability due to conversion	40,878		$ 40,878
Dividend yield			0.00%
Expected volatility rate			18.00%
Risk-free interest rate			0.84%
Expected life			18 days
Estimated fair value per share			$ 0.0126
Outstanding principal amount	25,000		$ 25,000
Convertible Notes Payable Two [Member]
Loss on change in fair market value of derivative liabilities			0
Convertible Promissory Notes	76,500		$ 76,500
Maturity date			May 19, 2017
Interest rate			8.00%
Discounted rate			50.00%
Aggregate fair value	166,260		$ 166,260
Debt discount	70,000		70,000
Fair value at initial measurement of derivative liability	96,260		96,260
Change in fair value of derivatives			39,489
Derivative liability due to conversion	286,339		$ 286,339
Dividend yield			0.00%
Expected volatility rate			260.00%
Risk-free interest rate			0.63%
Expected life			5 months 88 days
Estimated fair value per share			$ 0.0285
Convertible Notes Payable One [Member]
Loss on change in fair market value of derivative liabilities			$ 0
Convertible Promissory Notes	27,500		$ 27,500
Maturity date			Mar. 21, 2017
Interest rate			8.00%
Discounted rate			50.00%
Aggregate fair value	36,769		$ 36,769
Debt discount	25,000		25,000
Fair value at initial measurement of derivative liability	11,769		11,769
Change in fair value of derivatives			55,525
Derivative liability due to conversion	179,115		$ 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
Convertible Notes Payable [Member]
Derivative liability	263,143		$ 263,143		$ 775,246
Loss on change in fair market value of derivative liabilities	$ 156,892	$ 203,696	$ 34,386	$ 238,038

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INDUSTRY SEGMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenue	$ 777,218	$ 116,648	$ 2,278,397	$ 391,978
Corporate [Member]
Revenue
Segment gain (loss) from operations	(210,554)	(22,681)	(589,258)	(173,229)
Total assets	85,877	4,345	85,877	18,545
Capital expenditures
Depreciation and amortization
Advisory Services [Member]
Revenue	9,345	6,399	196,520	228,612
Segment gain (loss) from operations	(197,546)	(297,471)	(192,898)	(112,917)
Total assets	240,459	139,910	240,459	116,504
Capital expenditures		5,694	(1,038)
Depreciation and amortization	5,975	5,612	17,922	17,766
Testing Services [Member]
Revenue	767,873		2,081,877	163,366
Segment gain (loss) from operations	(91,472)		(390,590)	(120,692)
Total assets	3,644,591		3,644,591	2,036,821
Capital expenditures	(2,962)		(47,688)	12,407
Depreciation and amortization	63,056		171,839	53,375
Total Consolidated [Member]
Revenue	777,128	6,399	2,278,397	391,978
Segment gain (loss) from operations	(499,572)	(320,152)	(1,172,746)	(406,838)
Total assets	3,970,927	144,255	3,970,927	2,171,870
Capital expenditures	(2,962)	5,694	(48,726)	12,407
Depreciation and amortization	$ 69,031	$ 5,612	$ 189,761	$ 71,141

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STOCK OPTIONS AND WARRANTS (Details)	9 Months Ended
	Jun. 30, 2017 $ / 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	9 Months Ended
	Jun. 30, 2017	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 1 month 24 days
Exercisable Number of Option Shares	7,625,000
Exercisable Weighted Average Exercise Price	$ 0.004
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 1 month 16 days
Exercisable Number of Option Shares	7,625,000
Exercisable Weighted Average Exercise Price	$ 0.004
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 3 months 22 days
Exercisable Number of Option Shares
Exercisable Weighted Average Exercise Price	$ 0.013

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STOCK OPTIONS AND WARRANTS (Details 2)	9 Months Ended
	Jun. 30, 2017
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%

XML

STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock Options And Warrants Details Narrative
Stock option expense	$ 14,133	$ 0	$ 63,917	$ 0
Unrecognized stock based compensation expense			$ 106,208

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

1 Months Ended

2 Months Ended

9 Months Ended

Aug. 14, 2017

Aug. 03, 2017

Jul. 14, 2017

Jul. 31, 2017

Jul. 26, 2017

Jul. 18, 2017

Aug. 31, 2017

Jun. 30, 2017

Sep. 30, 2016

Convertible note payable

$ 324,799

$ 257,605

Conversion common stock issued

999,704,367

850,064,268

Weighted average exercise price

Subsequent Event [Member] | Transaction 2 [Member]

Convertible note payable

$ 275,600

$ 275,600

Discount of convertible note payable

15,600

15,600

Cash proceeds from convertible note payable

$ 260,000

$ 260,000

Interest rate

8.00%

8.00%

Maturity date of note

Aug. 14, 2018

Jul. 17, 2018

Description of conversion of note payable

The noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

The noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

Subsequent Event [Member] | Transaction 1 [Member]

Convertible note payable

$ 275,600

$ 275,600

Discount of convertible note payable

15,600

15,600

Cash proceeds from convertible note payable

$ 260,000

$ 260,000

Interest rate

8.00%

8.00%

Maturity date of note

Aug. 14, 2018

Jul. 17, 2018

Description of conversion of note payable

The noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

The noteholder six months after issuance at a rate equal to a 25% discount from the lowest trading price of the Company’s common stock in the preceding 15 trading days.

Subsequent Event [Member] | Common Stock

Common stock for services

6,950,000

Common stock for services, value

$ 80,103

Subsequent Event [Member] | Stock Options and Warrants [Member] | July and August 2017 [Member]

Options Issue

38,000,000

Weighted average exercise price

$ 0.0129

Description for vesting of shares

The options vest in 25% increments with the first 25% of the grant vesting six months after issuance and an additional 25% vesting every six months thereafter whereby each grant will be fully vested on the two year anniversary of issuance.

Subsequent Event [Member] | Stock Options and Warrants [Member] | July and August 2017 [Member] | Minimum [Member]

Options Exercise prices

$ 0.0126

Subsequent Event [Member] | Stock Options and Warrants [Member] | July and August 2017 [Member] | Maximum [Member]

Options Exercise prices

$ 0.0166

Subsequent Event [Member] | Convertible Notes Payable [Member] | Common Stock

Conversion common stock issued

19,230,769

6,666,697

Conversion of common shares

248,683

1,528,803

Outstanding principal amount

$ 125,000

$ 26,250

Accrued interest

$ 1,616

6,132

Subsequent Event [Member] | Costa Mesa, Californiat [Member] | February 2018 to July 2022 [Member] | Long Term Lease Agreement [Member]

Rental payments monthly

11,841

Subsequent Event [Member] | Costa Mesa, Californiat [Member] | August 2017 to January 2018 [Member] | Long Term Lease Agreement [Member]

Rental payments monthly

$ 6,743

Subsequent Event [Member] | Acquisition [Member] | Viridis Analytics, Inc [Member]

Cash proceeds

$ 500,000

Secured promissory note

500,000

Business Consideration, taotal

$ 1,000,000

Accrued interest rate

8.00%

Subsequent Event [Member] | Amendment to Articles of Incorporation [Member]

Description for Approving Stockholders

stockholders holding 62.54% (the “Approving Stockholders”) of the then outstanding shares of our Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock “)

Series D Preferred Stock, par value

0.0001