EVIO, INC. - FORM 10-Q - May 16, 2018

Attached files

file	filename
EX-32.2 - CERTIFICATION - EVIO, INC.	evio_ex322.htm
EX-32.1 - CERTIFICATION - EVIO, INC.	evio_ex321.htm
EX-31.2 - CERTIFICATION - EVIO, INC.	evio_ex312.htm
EX-31.1 - CERTIFICATION - EVIO, INC.	evio_ex311.htm

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 March 31, 2018

¨ 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

EVIO, 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 May 16, 2018
Common stock, par value $0.0001 per share		17,266,903

EVIO, INC.

FORM 10-Q

March 31, 2018

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	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Control and Procedures	42

PART II -- OTHER INFORMATION

Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44

PART I -- FINANCIAL INFORMATION

ITEM 1 –FINANCIAL STATEMENTS

EVIO, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2018			September 30, 2017
	(unaudited)
ASSETS

Current assets
Cash	$	3,021,247		$	121,013
Accounts receivable, net of allowance of $77,850 and $74,782		215,540			229,564
Prepaid expenses		91,603			169,557
Other current assets		63,546			7,438
Note receivable, current portion		100,000			100,000
Total current assets		3,491,936			627,572

Property and equipment, net of accumulated depreciation of $345,308 and $213,447, respectively		1,616,796			547,073
Security deposits		564,215			92,892
Note receivable, net of current portion		1,239,987			1,200,000
Deposit, related party		200,000			-
Intangible assets, net of accumulated amortization, net of accumulated amortization of $283,589 and $189,475		945,146			592,260
Goodwill		3,249,834			2,958,137

Total assets	$	11,307,914		$	6,017,934

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities	$	698,672		$	773,053
Client deposits		49,696			119,281
Deferred revenue		27,000			40,800
Interest payable		296,886			133,697
Capital lease obligation, current		140,184			37,990
Derivative liability		3,123,223			294,637
Convertible notes payable, net of discounts of $499,998 and $208,680, respectively		718,187			1,212,720
Loans payable, current, net of discounts of $37,024 and $127,662		975,192			1,503,545
Loans payable, related party, current		153,155			312,855
Total current liabilities		6,182,195			4,428,578

Convertible debentures payable, net of discounts of $6,229,111 and $0, respectively		353,889			-
Capital lease obligation, net of current portion		313,444			52,777
Loans payable, net of current portion		53,475			59,832
Loans payable, related party, net of current portion, net of discounts of $32,066 and $42,044, respectively		1,190,428			1,251,306
Total liabilities		8,093,431			5,792,493

Stockholders' equity
Series A Convertible Preferred Stock, Par Value $0.0001; 1,850,000 authorized; 0 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively		-			-
Series B Convertible Preferred Stock, Par Value $0.0001; 5,000,000 authorized; 5,000,000 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively		500			500
Series C Convertible Preferred Stock, Par Value $0.0001; 500,000 authorized; 500,000 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively		50			50
Series D Convertible Preferred Stock, Par Value $.0001; 1,000,000 authorized; 552,500 and 832,500 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively		55			83
Common Stock, Par Value $.0001, 1,000,000,000 authorized; 16,068,505 and 10,732,922 issued and outstanding at March 31, 2018 and September 30, 2017, respectively		1,607			1,073
Additional Paid In Capital		12,925,708			7,657,982
Accumulated Deficit		(10,258,765	)		(7,592,371	)
Total stockholders' equity		2,669,155			67,317
Non-controlling interest		545,328			158,124
Total equity		3,214,483			225,441

Total liabilities and stockholders' equity	$	11,307,914		$	6,017,934

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

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EVIO, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended March 31,						Six months ended March 31,
	2018			2017			2018			2017
Revenues
Testing services	$	689,011		$	745,426		$	1,576,360		$	1,314,004
Consulting services		43,300			87,297			102,816			187,175
Total revenue		732,311			832,723			1,679,176			1,501,179

Cost of revenue
Testing services		664,182			566,447			1,360,840			1,125,724
Consulting services		78,500			19,505			88,992			32,005
Depreciation and amortization		55,706			28,048			84,819			46,350
Total cost of revenue		798,388			614,000			1,534,651			1,204,079

Gross margin		(66,077	)		218,723			144,525			297,100

Operating expenses
Selling, general and administrative		2,213,094			460,736			3,033,369			895,894
Depreciation and amortization		83,769			39,845			141,156			74,380
Total operating expenses		2,296,863			500,581			3,174,525			970,274

Loss from operations		(2,362,940	)		(281,858	)		(3,030,000	)		(673,174	)

Other income (expense)
Interest expense, net of interest income		(1,102,537	)		(97,987	)		(1,387,188	)		(421,409	)
Loss on settlement of debt and account payable		-			-			(56,093	)		-
Gain (loss) on change in fair market value of derivative liabilities		1,780,769			(85,035	)		1,794,091			(191,278	)
Total other income (expense)		678,232			(183,022	)		350,810			(612,687	)

Net loss	$	(1,684,708	)	$	(464,880	)	$	(2,679,190	)	$	(1,285,861	)
Gain (loss) attributable to non-controlling interest		(4,906	)		4,554			(12,796	)		9,290
Net loss attributable to EVIO, Inc.	$	(1,679,802	)	$	(469,434	)	$	(2,666,394	)	$	(1,295,151	)

Basic and diluted loss per common share	$	(0.11	)	$	(0.05	)	$	(0.20	)	$	(0.14	)

Weighted average common shares outstanding		15,387,039			9,490,789			13,519,957			9,154,929

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

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EVIO, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Six months ended March 31,
			2018			2017
Cash flows from operating activities
		Net loss	$	(2,679,190	)	$	(1,285,861	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Stock based compensation		1,234,415			247,951
		Common stock issued for services		254,720			-
		Loss on settlement of debt		52,343			-
		Loss on settlement of account payable		3,750			-
		(Gain) loss on derivative liability		(1,794,091	)		191,278
		Amortization of debt discount		1,199,159			357,552
		Depreciation and amortization expense		225,975			120,730
		Allowance for doubtful accounts		3,067			-
		Reduction of security deposit for rent expense		-			2,095
	Changes in operating assets and liabilities:
		Accounts receivable		16,067			(196,738	)
		Prepaid expenses		77,954			(973	)
		Other current asset		(52,647	)		40,000
		Security deposits		(451,323	)		(6,418	)
		Accounts payable and accrued liabilities		(348,073	)		274,601
		Interest payable		192,616			56,826
		Deferred revenue		(13,800	)		-
		Customer deposits		(69,585	)		136,645
Net cash used in operating activities				(2,148,643	)		(62,312	)

Cash flows from investing activities
		Net cash acquired (paid) in acquisitions of subsidiaries		20,468			(6,930	)
		Note receivable		(39,987	)		-
		Deposit, related party		(200,000	)		-
		Purchase of equipment		(571,501	)		(45,764	)
Net cash used in investing activities				(791,020	)		(52,694	)

Cash flows from financing activities
		Repayments of capital leases		(22,347	)		(4,590	)
		Proceeds from issuance of convertible debenture		6,136,120			-
		Proceeds from issuance of common stock		508,000			20,000
		Proceeds from the issuance of series D preferred stock		-			114,500
		Proceeds from convertible notes, net of original issue discounts and fees		-			390,000
		Payment on loan payable		(605,348	)		(54,875	)
		Proceeds from notes payable - related party		-			80,100
		Payments on notes payable - related party		(176,528	)		(223,022	)
Net cash provided by financing activities				5,839,897			322,113

		Net cash increase for period		2,900,234			207,107
		Cash balance, beginning of period		121,013			57,486
		Cash balance, end of period	$	3,021,247		$	264,593

Supplemental disclosure of cash flow information:
		Cash paid for interest	$	80,028		$	7,034
		Cash paid for income tax	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
		Conversion of convertible note and accrued interest into common stock	$	730,485		$	316,457
		Reclassification of derivative liability to additional paid in capital	$	882,454		$	889,509
		Settlement of account payable for common stock	$	18,750		$	-
		Common stock issued for settlement of note payable	$	162,000		$	-
		Common stock issued for settlement of related party note payable	$	62,500		$	-
		Conversion of Series D Preferred stock to common stock	$	70		$	-
		Debt discount recorded on convertible notes and convertible debentures payable upon initial measurement of derivative liability	$	5,505,131		$	351,600
		Debt discounts recorded for original issue discounts on convertible notes and convertible debentures payable	$	446,800		$	13,300
		Vehicles financed through notes payable	$	-		$	75,165
		Equipment financed through capital leases	$	385,208		$	105,120
		Debt discount from derivative liability	$	-		$	351,600
		Conversion of Series A Preferred stock to common stock	$	-		$	4,388
		Acquisition of C3 Labs through the issuance of note payable and convertible note payable	$	600,000		$	-
		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

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

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EVIO, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2018

NOTE 1 – NATURE OF ACTIVITIES AND CONTINUANCE OF BUSINESS

EVIO, Inc., a Colorado corporation and its subsidiaries (“the Company”) provide analytical testing and advisory services to the emerging legalized cannabis industry. On August 29, 2014, Signal Bay Research completed a reverse merger with a shell company, Quantech Electronics, and in September 2014, changed its name and assumed its operations as Signal Bay.

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. In September 2014, the Company changed its name to Signal Bay, Inc. and then to EVIO, INC. in September 2017.

EVIO, Inc. has selected September 30 as its fiscal year end. The Company is domiciled in the State of Colorado, and its corporate headquarters are located in Bend, Oregon.

Signal Bay Services was formed on January 25, 2015, as the management services division of EVIO.

On September 17, 2015, the Company 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 Labs OR Inc. was formed on April 4, 2016 to become the holding company for all laboratory operations in Oregon.

EVIO Labs Eugene, LLC 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, the Company 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 (“GreenHaus”). GreenHaus is a full-service cannabis testing laboratory.

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 (“GreenStyle”). GreenStyle is a full-service cannabis testing laboratory.

The Company entered in to a Membership Interest Purchase Agreement with Viridis Analytics MA, LLC (“Viridis”) which was closed on August 1, 2017. Viridis is a full-service cannabis testing laboratory.

On December 29, 2017, the Company entered in to an Membership Purchase Agreement to purchase 60% of the outstanding interests of C3 Labs, LC, LLC which was closed on January 1, 2018 (“C3”). C3 is a full-service cannabis testing laboratory. See Note 10 – Acquisitions.

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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 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.

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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 the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

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 March 31, 2018:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	3,123,223	$	3,123,223

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, 2017:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative financial instruments	$	-	$	-	$	294,637	$	294,637

Recently Issued Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. 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 October 1, 2018.

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In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-1O"). The amendments in this update clarify the following two aspects to Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The entity first identifies the promised goods or services in the contract and reduces the cost and complexity. An entity evaluates whether promised goods and services are distinct. Topic 606 includes implementation guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The Company evaluated the impacts of ASU 2016-10 and does not believe it will an impact on the Company’s revenue recognition practices and will adopt the standard on October 1, 2018.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption

Net Income (Loss) Per Share

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. There were 13,688,531 and 9,958,808 potentially dilutive common shares outstanding as of March 31, 2018 and 2017. Because of the net losses incurred during the three and six months ended March 31, 2018 and 2017, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from the diluted loss per share calculations.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at their original invoice amounts. We regularly review collectability and establish an allowance for uncollectible amounts as necessary based on our experience with historical collectability. There was an allowance for uncollectible accounts receivable of $77,850 and $74,782 as of March 31, 2018 and September 30, 2017, respectively.

Notes Receivable

The Company accounts investments for notes receivable in accordance with ASC 320. On September 6, 2017, the Company entered in a note receivable with an unrelated entity for $1,300,000. During the six months ended March 31, 2018, the Company made additional advances of $39,987. The note is due on September 6, 2024 and carries interest at a rate of 8% per annum. The note requires minimum principal payments of $100,000 plus accrued interest on each anniversary date with the unpaid principal and interest being due on September 6, 2024. The Company evaluated the collectability of the note receivable as of March 31, 2018 and September 30, 2017 and determined the full balance is collectible and no reserve for write off was recorded. As of March 31, 2018 and September 30, 2017, there was $1,339,987 of principal, of which $100,000 was current and $1,239,987 was long term. Additionally, there was $59,485 and $6,838 of interest due as of March 31, 2018 and September 30, 2017 which is included in other current assets.

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized but are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment tests are conducted at the beginning of the fourth quarter. We use a two-step process to quantitatively evaluate goodwill for impairment. In the first step, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, we complete a second step to determine the amount of the goodwill impairment that we should record. In the second step, we determine an implied fair value of the reporting unit's goodwill by allocating the reporting unit's fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). We compare the resulting implied fair value of the goodwill to the carrying amount and record an impairment charge for the difference. We test individual indefinite-lived intangible assets by comparing the estimated fair value with the book values of each asset.

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The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized on a straight-line basis over their estimated useful lives unless the estimated useful life is determined to be indefinite. The Company’s intangible assets consist of client lists (amortized over five years), websites, non-compete agreements (amortized over 5 years), domain names (amortized over 15 years) and testing licenses (amortized over 5 years).

Stock-Based Compensation

The Company applies Topic 718 “Share-Based Payments” (“Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

Non-Controlling Interest

The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders’ deficit section, separately from the Company’s stockholders’ deficit. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

Related Parties

The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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Capital Leases

The Company accounts for capital leases in accordance with ACS 840-30. During the year ended September 30, 2017, the Company entered into three separate long-term leases for equipment that contain a $1 buyout option upon lease termination. The Company determined these were capital leases based on the minimum buy out price and capitalized the net present value of the leases which totaled $116,800 as equipment.

On February 2, 2018, the Company entered into a long term lease for equipment that contain a bargain purchase option upon lease termination. The Company determined this was a capital lease based on the minimum buy out price and capitalized the net present value of the lease of $385,208 plus the required up front cash payment of $39,986 which totaled $425,194 as equipment.

As of September 30, 2017, there was a total of $111,501 of future payments due through December 2019 of which $20,734 are financing charges leaving a total principal balance of $90,967 as of September 30, 2017. Of this amount, $37,990 was current and $52,777 was long term as of September 30, 2017.

As of March 31, 2018, there was a total of $499,242 of future payments due through March 2021 of which $45,614 are financing charges leaving a total principal balance of $453,628 as of March 31, 2018. Of this amount, $140,184 was current and $313,444 was long term as of March 31, 2018.

Future annual payments required under the capital leases through termination are as follows:

Year ended September 30,	Principal		Interest		Total
2018	$	69,198	$	14,390	$	83,588
2019		144,889		19,671		164,560
2020		121,904		9,210		131,114
2021		117,637		2,343		119,980
Total	$	453,628	$	45,614	$	499,242

Concentration of Credit Risk

Instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits, notes receivable and accounts receivable. As of March 31, 2018 and September 30, 2017, the Company held $2,472,536 and $0 of cash at one financial institution in excess of the amount insured by the Federal Deposit Insurance Corporation (“FDIC”) of up to $250,000. As of March 31, 2018 and September 30, 2017, the Company had a note receivable totaling $1,339,987 and $1,300,000 due from a single entity.

As of September 30, 2017, the Company had total accounts receivable net of allowances of $229,564. Three separate clients comprised a total of 41% of this balance as follows:

	Balance			Percent of Total
Customer 1	$	42,878			14	%
Customer 2		45,635			15	%
Customer 3		37,540			12	%
All others		178,294			59	%
Total		304,347			100	%
Allowance for doubtful accounts		(74,783	)
Net accounts receivable	$	229,564

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As of March 31, 2018 the Company had total accounts receivable net of allowances of $215,540. Three separate clients comprised a total of 35% of this balance as follows:

	Balance			Percent of Total
Customer 1	$	33,219			11	%
Customer 2		45,635			16	%
Customer 3		36,600			12	%
All others		177,936			61	%
Total		293,390
Allowance for doubtful accounts		(77,850	)
Net accounts receivable	$	215,540

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable assets are:

	Estimated
	Useful Lives

Laboratory and Computer Equipment		5 years
Furniture and Fixtures		7 years
Software		3 years
Domains		15 years

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The Company’s property and equipment consisted of the following as of March 31, 2018 and September 30, 2017:

	March 31, 2018			September 30, 2017
Furniture and Equipment	$	169,051		$	146,870
Laboratory Equipment		1,543,487			439,071
Software		58,333			58,333
Leasehold Improvements		107,318			41,081
Vehicles		83,915			75,165
Total		1,962,104			760,520
Accumulated depreciation		(345,308	)		(213,447	)
Net value	$	1,616,796		$	547,073

The Company capitalized a total of $425,194 of equipment purchased through capital leases and recorded depreciation expense of $23,619 and $6,029 and $33,064 and $8,134 and on that equipment during the three and six months ended March 31, 2018 and 2017, respectively.

NOTE 3 – INTANGIBLE ASSETS

The Company’s intangible assets consist of customer lists, testing licenses, favorable leases and websites. The components of intangible assets as of March 31, 2018 and September 30, 2017 consist of:

	March 31, 2018			September 30, 2017
Customer list	$	592,670		$	480,670
License		503,000			256,000
Favorable lease		3,100			3,100
Website		41,965			41,965
Non-compete agreement		88,000			-
Total		1,228,735			781,735
Accumulated amortization		(283,589	)		(189,475	)
Net value	$	945,146		$	592,260

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The Company estimates amortization to be recorded on existing intangible assets through the estimated lives to be:

For the years ended September 30,	Amortization
2018	$	109,268
2019		218,537
2020		218,537
2021		176,362
2022		78,607
Thereafter		143,835
Total	$	945,146

NOTE 4 – RELATED PARTY TRANSACTIONS

Through September 30, 2017, the Company received loans from its Chief Operating Officer totaling $106,000 and made repayments totaling $21,795 leaving a balance due as of September 30, 2017 of $84,205. Additionally, the Company made repayments totaling $60,000 during the six months ended March 31, 2018. The advances are non-interest bearing and due on demand. There was $24,204 and $84,205 due as of March 31, 2018 and September 30, 2017, and is included in the accompanying consolidated balance sheets as a current portion of notes payable to related parties.

During the three and six months ended March 31, 2018 and 2017, the Company incurred total expenses of $2,000 and $13,124 and $14,317 and $27,672, respectively, for management consulting services performed by Newport Commercial Advisors, an entity fully owned and controlled by our Chief Executive Officer. There was not a balance payable to Newport Commercial Advisors as of March 31, 2018 or September 30, 2017.

During the year ended September 30, 2017, the Company received loans from its Chief Executive Officer totaling $80,100 and made repayments totaling $75,650. There were no additional advances or repayments made during the six months ended March 31, 2018. The loans are non-interest bearing and due on demand. There was $4,450 due as of March 31, 2018 and September 30, 2017.

During the year ended September 30, 2017 the Company made repayments to Eric Ezrine, a shareholder of CR Labs, on an outstanding note payable totaling $13,139. The loans carry an interest rate of 0% per annum. There was $130 due as of March 31, 2018 and September 30, 2017. 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 $22,050 during the year ended September 30, 2017 and $14,000 during the six months ended March 31, 2018. There was $8,450 and $22,450 accrued as of March 31, 2018 and September 30, 2017, respectively.

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. Through the year ended September 30, 2017, the Company repaid a total of $82,630 to Sara Lausmann, Vice President Client Services. The Company made additional repayments of $59,000 during the six months ended March 31, 2018. The total amount outstanding is $630,870 and $689,870 as of March 31, 2018 and September 30, 2017, respectively. As of March 31, 2018 and September 30, 2017, $74,370 and $89,870 and $556,500 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 $64,222 and $47,409 due as of March 31, 2018 and September 30, 2017, 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 year ended September 30, 2017, the Company repaid $50,000 to Anthony Smith, our Chief Science Officer. During the six months ended March 31, 2018, the Company made repayments totaling $25,000. The note carries interest at a rate of 5% per annum. There was $236,000 and $261,000 of principal due as of March 31, 2018 and September 30, 2017 and $25,044 and $18,846 of accrued interest due as of March 31, 2018 and September 30, 2017, 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 year ended September 30, 2017, the Company made repayments totaling $25,100. Additionally, during the six months ended March 31, 2018, the Company made cash repayments of $2,000 and agreed to issue 125,000 shares of common stock valued at $62,500 for the settlement of $50,000 of principal resulting in a loss on the settlement of debt of $15,000. There was a total of $117,412 and $169,412 due as of March 31, 2018 and September 30, 2017 of which $50,000 is current and $67,412 is long term.

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On October 19, 2016, the Company entered into a $340,000 note payable as part of its acquisition of Greenhaus Analytical Services, LLC. At the time of issuance, the note carried a debt discount of $55,277. The note carries interest at a rate of 6% per annum and matures on October 16, 2020. There was $340,000 of principal, an unamortized debt discount of $35,158 and $42,044 and $29,678 and $19,506 of accrued interest due as of March 31, 2018 and September 30, 2017, respectively.

On November 1, 2016, the Company entered into a $50,000 note payable, that contained a premium of $7,416 based on fair value, to Green Style Consulting, LLC. The 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 year ended September 30, 2017 and the six months ended March 31, 2018, the Company made repayments of $6,090 and $21,328. There was $22,582 and $43,910 of principal, $3,093 and $4,028 of unamortized note premium and $436 and $2,055 of accrued interest due as of March 31, 2018 and September 30, 2017, respectively.

On October 19, 2016, the Company entered into an asset purchase agreement with Green Style Consulting LLC requiring a future share of net profits generated by Green Style Consulting. The fair value of these future net profits were estimated to be $15,809. There have been no monthly net profits to distribute from the time of acquisition to March 31, 2018 and as such no repayments have been made. There was $15,809 accrued and included in accounts payable and accrued liabilities for future payments related to this earn out as of March 31, 2018 and September 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 year ended September 30, 2017 and the six months ended March 31, 2018, the Company made repayments totaling $7,000 and $9,200, respectively. There was $0 and $9,200 due as of March 31, 2018 and September 30, 2017, respectively.

On March 5, 2018, the Company entered into an agreement with a related party to license an exclusive product tracking system. As part of the agreement, the Company advanced the related party $200,000 and entered into a convertible note receivable to secure the advance as collateral. Upon default, the convertible note is due on March 5, 2021, carries interest at a rate of 8% and is convertible to common stock of the issuer at the Company’s discretion at $0.03 per share. There was $200,000 advanced as of March 31, 2018 and recoded as a deposit with related parties.

NOTE 5 – STOCKHOLDERS’ EQUITY

Series A Convertible Preferred Stock

The Company designated 1,850,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

The Series A Preferred shall have no liquidation preference over any other class of stock.

Except as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of any corporate action.

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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 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 438,753 shares of common stock during the year ended September 30, 2017.

The Company has 0 shares of Series A Convertible Stock issued and outstanding as of March 31, 2018 and September 30, 2017.

Series B Convertible Preferred Stock

The Company designated 5,000,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with a par value of $0.0001 per share.

Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

The Series B Preferred shall have no liquidation preference over any other class of stock.

Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to one Common Share. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into one (1) fully paid and nonassessable shares of Common Stock.

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

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

The Company has 5,000,000 shares of Series B Convertible Stock issued and outstanding as of March 31, 2018 and September 30, 2017.

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Series C Convertible Preferred Stock

The Company designated 500,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) with a par value of $0.0001 per share.

Initially, there will be no dividends due or payable on the Series C Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

All shares of the Series C Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

In any liquidation, dissolution, or winding up of the Corporation, the holders of the Series C Preferred Stock shall be entitled to receive (a) in preference to the holders of the Common Stock (b) on a pari passu basis to any sum that the holders of the Series B Preferred Stock shall be entitled to receive, but (c) subordinate in preference to any sum that the holders of any shares of any other series of the Corporation's Preferred Stock shall be entitled, an amount equal to $1 per share (subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization). After payment of such sums, (i) the holders of the Series A Preferred Stock and (ii) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of the Series A Preferred Stock into Common Stock at the then- current Conversion Rate.

Each holder of outstanding shares of Series C Preferred Stock shall be entitled to the number of votes equal to five (5) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series C Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series C Preferred Stock into five (5) fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock.

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

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

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

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 March 31, 2018 and September 30, 2017.

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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 2.5 fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 500 shares of Common Stock.

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

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

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

During the year ended September 30, 2016, the Company issued 48,000 shares of Series D Preferred Stock for cash proceeds of $48,000. During the year ended September 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 certain acquisitions.

During the six months ended March 31, 2018, the Company accepted five separate conversion notices from Series D Preferred Stockholders resulting in a total of 700,000 shares of common stock being issued for the conversion of 280,000 shares of Series D Preferred Stock.

There were 552,500 and 832,500 shares of Series D Convertible Stock issued and outstanding as March 31, 2018 and September 30, 2017, respectively.

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Common Stock

The Company has authorized to issue up to 1,000,000,000 shares of common stock with a par value of $0.0001 per share.

During the year ended September 30, 2017, the Company issued 333,949 common shares valued at $537,515 for services; 438,753 common shares for the conversion of 1,840,000 shares of Series A Preferred Stock; 112,000 common shares for cash proceeds of $112,000; 93,691 common shares valued at $211,071 under its employee equity incentive plan; 10,000 common shares for the settlement of $11,400 of accounts payable; 1,755 common share due to the rounding impacts of the 1:100 reverse stock split; 1,142,892 common shares for the conversion of $765,050 of outstanding principal on convertible notes payable; 53,304 for the conversion of $30,975 of convertible accrued interest; 40,935 common shares for the settlement of non-convertible debt totaling $46,666 and 5,000 common shares valued at $7,651 as a settlement. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

During the six months ended March 31, 2018, the Company issued 207,750 common shares valued at $254,720 for services; 700,000 common shares for the conversion of 280,000 shares of Series D Preferred Stock; 1,270,000 common shares for cash proceeds of $508,000; 57,000 common shares valued at $75,755 under its employee equity incentive plan under which a total expense of $166,647 was recorded; 37,500 common shares for the settlement of $15,000 of accounts payable; 1,869,650 common shares for the conversion of $703,215 of outstanding principal on convertible notes payable; 74,412 for the conversion of $27,270 of convertible accrued interest; 324,000 common shares for the settlement of non-convertible debt and interest totaling $122,157; 125,000 common shares for the settlement of non-convertible related party debt totaling $50,000 and 670,271 common shares valued at $1,414,907 for debt issue costs from a capital raise. All conversions of outstanding principal and accrued interest on convertible notes payable were done so at contractual terms.

There were 16,068,505 and 10,732,922 shares of common stock issued and outstanding at March 31, 2018 and September 30, 2017, respectively.

NOTE 6 – LOANS PAYABLE

The Company had the following loans payable outstanding as of March 31, 2018 and September 30, 2017:

	March 31, 2018			September 30, 2017
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.	$	65,691		$	71,039

On August 1, 2017, the Company entered into a note payable totaling $500,000 for the acquisition of Viridis (see note 3). The note carries interest at 8% annually and is due on July 1, 2018.		500,000			500,000

On September 6, 2017, the Company entered into a note payable totaling $1,000,000 for the purchase of an outstanding note receivable. The note carries interest at 8% annually and is due on July 6, 2018.		500,000			1,000,000

On August 31, 2017, the Company executed a note payable for $120,000 of which $20,000 was an original issue discount resulting in cash proceeds of $100,000. The note carries interest at 8% annually and is due on March 3, 2018.		-			120,000
		1,065,691			1,691,039
Less: unamortized original issue discounts		(37,024	)		(127,662	)
Total loans payable		1,028,667			1,563,377
Less: current portion of loans payable		975,192			1,503,545

Long-term portion of loans payable	$	53,475		$	59,832

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As discussed in Note 10 – Acquisitions, on January 1, 2018, the Company entered into a note payable for $100,000 as part of the acquisition of C3 Labs, LLC. The note was due 90 days from issuance on March 31, 2018, carried no interest and was paid in full during the three months from the date of acquisition to March 31, 2018.

As of March 31, 2018 and September 30, 2017, the Company accrued interest of $39,682 and $12,625, respectively.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

The Company has entered into convertible notes payable that convert to common stock of the Company at variable conversion prices. As further discussed in Note 9 – Derivative Liability, the Company analyzed the conversion features of the agreements 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 following table summarizes all convertible notes outstanding as of September 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	$	(38,112	)	$	86,888	$	5,671
Noteholder 1	7/14/2017	7/14/2018		275,600		(11,795	)		263,805		4,712
Noteholder 1	8/14/2017	8/14/2018		275,600		(13,068	)		262,532		2,839
Noteholder 4	3/2/2017	3/2/2018		69,000		(50,009	)		18,991		7,187
Noteholder 4	6/5/2017	3/2/2018		125,000		(70,833	)		54,167		3,205
Noteholder 4	7/14/2017	7/14/2018		275,600		(11,795	)		263,805		4,470
Noteholder 4	8/14/2017	8/14/2018		275,600		(13,068	)		262,532		2,597
			$	1,421,400	$	(208,680	)	$	1,212,720	$	30,681

The following table summarizes all convertible notes outstanding as of March 31, 2018:

Holder	Issue Date	Due Date	Principal		Unamortized Debt Discount			Carrying Value		Accrued Interest
Noteholder 1	7/14/2017	7/14/2018	$	40,300	$	(26,071	)	$	14,229	$	6,297
Noteholder 1	8/14/2017	8/14/2018		275,600		(200,290	)		75,310		13,815
Noteholder 4	7/14/2017	7/14/2018		126,685		(73,348	)		53,337		15,683
Noteholder 4	8/14/2017	8/14/2018		275,600		(200,289	)		75,311		13,815
Noteholder 5	1/1/2018	6/30/2018		500,000		-			500,000		-
			$	1,218,185	$	(499,998	)	$	718,187	$	49,610

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Noteholder 1

On March 2, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 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. During the six months ended March 31, 2018 , the holder elected to convert a total of $125,000 of principal in exchange for 325,562 common shares. There was $0 and $125,000 of principal and $0 and $7,397 of accrued interest due at March 31, 2018 and September 30, 2017, respectively.

On July 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on July 14, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. During the six months ended March 31, 2018, the holder elected to convert $235,300 of outstanding principal and $9,386 of accrued interest to 593,345 and 23,669 shares of common stock. There was $40,300 of principal and $6,297 and $4,712 of accrued interest due at March 31, 2018 and September 30, 2017, respectively.

On August 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 14, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. There was $275,600 of principal and $13,815 and $2,839 of accrued interest due at March 31, 2018 and September 30, 2017, 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 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. During the year ended September 30, 2017, the holder elected to convert a total of $56,000 of principal in exchange for 111,538 shares of common stock. Additionally, during the six months ended March 31, 2018, the holder elected to convert a total of $69,000 of principal in exchange for 219,258 shares of common stock. There was $0 and $69,000 of principal and $0 and $7,187 of accrued interest due at March 31, 2018 and September 30, 2017, respectively.

On March 2, 2017, the Company sold a Convertible Promissory Note to an unrelated party, for the principal amount of $125,000 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. During the six months ended March 31, 2018, the holder elected to convert a total of $125,000 or principal in exchange for 355,973 shares of common stock. There was $0 and $125,000 of principal and $0 and $3,205 of accrued interest due at March 31, 2018 and September 30, 2017, respectively.

On July 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on July 14, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. During the six months ended March 31, 2018, the holder elected to convert $148,915 of outstanding principal to 375,512 shares of common stock. There was $126,685 of principal and $15,683 and $4,712 of accrued interest due at March 31, 2018 and September 30, 2017, respectively.

On August 14, 2017, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $275,600 of which $15,600 was an original issue discount and $10,000 was paid directly to third parties resulting in cash proceeds to the Company of $250,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on August 14, 2018. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 75% of the lowest trade price of the Company's common stock for the fifteen prior trading days including the date of conversion. There was $275,600 of principal and $13,815 and $2,896 of accrued interest due at March 31, 2018 and September 30, 2017 respectively.

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Noteholder 5

On January 1, 2018, the Company entered into a convertible note payable totaling $500,000 in exchange for a 60% interest in C3 Labs, LLC. The note bears no interest, matures on June 30, 2018 and automatically converts to common stock at $0.75 per share on the maturity date. In the event the average trading price of the Company’s common stock during the five days prior to maturity is less than $0.75 per share, the Company will pay the noteholder the difference between $0.75 and the average trading price during the preceding five days per share converted in cash. The Company may prepay the outstanding principal in whole or in part before maturity without penalty. There was $500,000 and $0 of principal due as of March 31, 2018 and September 30, 2017, respectively.

NOTE 8 – CONVERTIBLE DEBENTURES

On January 29, 2018, the Company issued a total of 5,973 units of 8% unsecured convertible debentures. Each unit consists of one convertible debenture with a principal face value of $1,000 and 250 warrants. The gross proceeds were $5,973,000. Each warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.80 per warrant for a period of 24 months. The convertible debentures have a maturity date of 36 months from issuance. Simple interest will be paid at a rate of 8% per annum in arrears until maturity or until conversion. The principal amount of the debentures and any accrued interest thereon are convertible at the option of the holder into common shares of the Company at any time at a conversion price of $0.60 per share.

In addition to the warrants associated with the convertible debentures, the Company issued an additional 597,300 warrants to purchase common stock of the Company as offering costs representing an equivalent of 6% of the fully converted debentures. The warrants are exercisable at $0.60 per share for a period of two years.

The Company also issued three separate debentures under the same terms for additional cash proceeds of $610,000. The additional debentures carry an additional 152,500 warrants to purchase additional common shares of the Company at $0.80 per share. Additionally, the outstanding principal and interest may be converted to common stock of the Company at $0.60 per share.

Associated with the issuance of the convertible debentures, the Company incurred cash based issuance costs of $702,963, issued common shares valued at $1,414,907 and warrants to purchase additional shares of common stock valued at $1,265,385 for total debt issuance costs of $3,383,255. The debt issuance costs were recorded as a discount to the carrying value of the convertible debentures. The warrants associated with the debt issue costs were valued using a Black-Scholes model with the following assumptions:

Expected term of options granted	2.00 years
Expected volatility		223	%
Risk-free interest rate		2.49	%
Expected dividend yield		0	%

The Company separately assessed the value of the detachable warrants and conversion features of the convertible debentures. The Company separately valued the detachable warrants issued with the convertible debentures at $3,351,160 using a Black-Scholes model with the following assumptions:

Expected term of options granted	2.00 years
Expected volatility	211-223		%
Risk-free interest rate	2.09-2.25		%
Expected dividend yield		0	%

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Additionally, the outstanding principal on convertible debentures totaling $6,583,000 may be converted into common stock of the Company at $0.60 per share for a total of 10,971,667 shares. Due to the variable conversion features of the outstanding convertible notes payable as discussed in Note 7 – Convertible Notes Payable, the Company cannot ascertain there will be adequate unissued authorized common shares to fulfill all share based obligations. As a result, the warrants issued in connection with the convertible debentures are not afforded equity treatment and were recorded as a derivative liability upon initial measurement. The total initial measurement of warrants issued with the convertible debentures was $4,616,545 of which $4,465,131 was recorded as a debt discount and, when combined with debt issuance costs, represents a total debt discount of $6,583,000.

As of March 31, 2018 the Company has amortized $353,889 of the total outstanding debt discount leaving an unamortized debt discount of $6,229,111. The debt discount will be amortized to interest expense over the expected life of the note. There was $6,583,000 of principal and accrued interest totaling $86,454 outstanding as of March 31, 2018.

NOTE 9 – DERIVATIVE LIABILITY

As of March 31, 2018 and September 30, 2017, Company had a derivative liability balance of $3,123,223 and $294,637 on the balance sheets and recorded a gain of $1,780,769 and $1,794,091 from derivative liability fair value adjustments during the three and six months ended March 31, 2018. The derivative liability activity comes from convertible notes payable as follows:

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 six months after issuance, 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 $107,768 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $107,768 which was up to the face value of the convertible note.

During the year ended September 30, 2017 and six months ended March 31, 2018, the noteholder elected to convert a total of $56,000 and $69,000 of principal. At March 31, 2018, 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 $3,312 gain from change in fair value and $63,225 due to conversion for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 110%, (2) risk-free interest rate of 1.3%, and (3) expected life of 0.26 of a year.

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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 $107,785 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $107,785 which was up to the face value of the convertible note.

During the six months ended March 31, 2018, the noteholder elected to convert a total of $125,000 of principal. At March 31, 2018, 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 $4,043 gain from change in fair value and $111,758 due to conversion for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 111%, (2) risk-free interest rate of 1.3%, and (3) expected life of 0.25 of a year.

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 $157,523 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 $32,523 being recognized as a loss on derivative fair value measurement.

During the six months ended March 31, 2018, the noteholder elected to convert a total of $125,000 of principal. At March 31, 2018, 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 $5,967 gain from change in fair value and $106,332 due to conversion for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 113%, (2) risk-free interest rate of 1.3%, and (3) expected life of 0.18 of a year.

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $275,600 Convertible Promissory Note to an unrelated party that matures on July 14, 2018. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares six months after issuance, at the holder’s option, at the conversion rate equal to a 25% 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 a Monte Carlo Simulation. The aggregate fair value of the derivative at the issuance date of the note was $419,722 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $260,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $159,722 being recognized as a loss on derivative fair value measurement.

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During the six months ended March 31, 2018, the noteholder elected to convert a total of $148,915 of principal. At March 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $123,338 and recorded a $69,346 gain from change in fair value and $227,038 due to conversion for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 128%, (2) risk-free interest rate of 1.76%, and (3) expected life of 0.29 of a year.

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 a Monte Carlo simulation. The aggregate fair value of the derivative at the issuance date of the note was $419,796 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $260,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $159,796 being recognized as a loss on derivative fair value measurement.

During the six months ended March 31, 2018, the noteholder elected to convert a total of $235,300 of principal. At March 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $38,442 and recorded a $7,253 gain from change in fair value and $374,101 due to conversion for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 128%, (2) risk-free interest rate of 1.76%, and (3) expected life of 0.29 of a year.

As discussed in Note 7 – Convertible Notes Payable, the Company issued a $275,600 Convertible Promissory Note to an unrelated party that matures on August 14, 2018. The note bears interest at a rate of 8% per annum and can be convertible into the Company’s common shares six months after issuance, at the holder’s option, at the conversion rate equal to a 25% 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 a Monte Carlo Simulation. The aggregate fair value of the derivative at the issuance date of the note was $330,278 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $260,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $70,278 being recognized as a loss on derivative fair value measurement.

At March 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $248,420 and recorded a $81,858 gain from change in fair value for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 128%, (2) risk-free interest rate of 1.83%, and (3) expected life of 0.37 of a year.

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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 a Monte Carlo Simulation. The aggregate fair value of the derivative at the issuance date of the note was $329,356 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $260,000 which was up to the face value of the convertible note with the excess fair value at initial measurement of $69,356 being recognized as a loss on derivative fair value measurement.

At March 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $299,373 and recorded a $29,983 gain from change in fair value for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 128%, (2) risk-free interest rate of 1.83%, and (3) expected life of 0.37 of a year.

As discussed in Note 8 – Convertible Debentures, the Company issued a total of $6,583,000 of Convertible Debentures to unrelated parties that mature on dates ranging from January 29, 2021 to March 8, 2021. The Company issued a total of 2,243,050 warrants to purchase additional shares of common stock of the Company in connection with the Convertible Debentures. The Company analyzed the issued warrants for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the warrants should be classified as a derivative because the Company is unable to ascertain there will be adequate unissued authorized shares of common stock to fulfill its obligations should the warrants be exercised. In accordance with AC 815, the Company has recorded a derivative liability related to the warrants.

The derivative for the warrants is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the warrants was $4,616,545 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $4,465,131 which was up to the face value of the convertible debentures with the excess fair value at initial measurement of $151,414 being recognized as a loss on derivative fair value measurement.

At March 31, 2018, the Company marked-to-market the fair value of the derivative liabilities related to warrants and determined an aggregate fair value of $2,413,650 and recorded a $2,202,895 gain from change in fair value for the six months ended March 31, 2018. The fair value of the embedded derivatives for the notes was determined using a Black-Scholes option pricing model based on the following assumptions: (1) expected volatility of 194% - 205%, (2) risk-free interest rate of 1.83%, (3) exercise prices of $0.60 - $0.80, and (4) expected lives of 1.84 – 1.88 of a year.

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2017:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2016	$	775,246
Initial measurement of derivative liabilities		1,312,384
Change in fair market value		(195,907
Write off due to conversion		(1,597,086	)
Balance, September 30, 2017	$	294,637

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The following table summarizes the derivative liabilities included in the balance sheet at March 31, 2018:

Fair Value of Embedded Derivative Liabilities:
Balance, September 30, 2017	$	294,637
Initial measurement of derivative liabilities		6,115,697
Change in fair market value		(2,404,657	)
Write off due to conversion		(882,454	)
Balance, March 31, 2018	$	3,123,223

The following table summarizes the gain (loss) on derivative liability included in the income statement for the three and six months ended March 31, 2018 and 2017, respectively.

	Three Months Ended March 31,						Six Months Ended March 31,
	2018			2017			2018			2017
Day one loss due to derivatives on convertible debt	$	(610,566	)	$	(64,492	)	$	(610,566	)	$	(352,206	)
Change in fair value of derivatives		2,391,335			(20,543	)		2,404,657			160,928
Total derivative expense (gain)	$	1,780,769		$	(85,035	)	$	1,794,091		$	(191,278	)

NOTE 10 – ACQUISITIONS

On January 1, 2018, the Company completed its acquisition of C3 Labs, LLC (“C3 Labs”). In consideration of a 60% ownership, the Company issued a $500,000 convertible note payable which carries no interest and matures on June 30, 2018. Upon maturation, the note will convert to common stock of the Company at $0.75 per share. Additionally, the Company issued a $100,000 note payable due on March 31, 2018 which bears no interest.

The Company has been granted two options to purchase additional interest of C3 Labs subject to the following terms and conditions.

(a) 30% Option. Effective as of Closing and terminating the date three (3) years from the Closing Date, the C3 Members hereby collectively grant EVIO the right to ratably purchase from the C3 Members an aggregate of 30% of the Interests in C3 LABS following the issuance of 60% of the Interests to EVIO. EVIO may exercise its option by providing C3 LABS and the C3 Members written notice of its intent to exercise the option. The C3 Members shall have three (3) days following the date of such notice to execute assignments of Interests totaling 30% of the then outstanding membership interests in C3 LABS in favor of EVIO California. If EVIO should elect to exercise its option within nine (9) months from the Closing Date, the exercise price for the 30% of Interests shall be $450,000.00, to be paid in cash or EVIO’s common stock, as agreed by the C3 Members. If EVIO does not exercise the option within nine (9) months from the Closing Date, the exercise price shall be set by mutual agreement between the parties or, if no such agreement can be reached, as determined by an independent third-party valuation by an appraiser agreed to by the parties.

(b) 10% Option. Effective as of three (3) years after the Closing Date and terminating the date twenty four (24) months therefrom, the C3 Members hereby collectively grant EVIO the right to ratably purchase from the C3 Members an aggregate of 10% of the then outstanding Interests in C3 LABS (comprising the remaining Interests not owned by EVIO). EVIO may exercise its option by providing C3 LABS and the C3 Members written notice of its intent to exercise the option. The C3 Members shall have three (3) days following the date of such notice to execute assignments of Interests totaling 10% of the then outstanding membership interests in C3 LABS in favor of EVIO. Upon notice of its intent to exercise the option granted hereby, the exercise price shall be set by mutual agreement between the parties or, if no such agreement can be reached, as determined by an independent third-party valuation by an appraiser agreed to by the parties.

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The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, security deposits, customer lists, certain testing licenses, equipment and non-compete agreements) and liabilities assumed (accounts payable and deferred rent payable) at fair value as of the acquisition date. The cash, accounts receivable, security deposits, accounts payable and deferred rent payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of the equipment to be historical net book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company issued a $100,000 promissory note and a $500,000 convertible promissory note for total consideration of $600,000 in exchange for a 60% interest. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

ASSETS ACQUIRED
Cash	$	20,468
Accounts receivable		5,110
Other current assets		3,461
Security deposits		20,000
Equipment		244,875
License		247,000
Customer list		112,000
Non-compete agreement		88,000
Goodwill		291,697
TOTAL ASSETS ACQUIRED	$	1,032,611

LIABILITIES ASSUMED
Accounts payable		4,314
Deferred rent		28,297
TOTAL LIABILITIES ASSUMED		32,611

Non-controlling interest		(400,000	)
NET ASSETS ACQUIRED	$	600,000

The license and customer list will be amortized over 7 years and non-compete agreement over 5 years

From the date of acquisition on January 1, 2018 to March 31, 2018, C3 Labs generated total revenues of $34,555.

NOTE 11 – 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.

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Consulting

The Company provides advisory, licensing and compliance services to the cannabis industry. Consulting clients are located in states that have state managed medical and/or recreational programs. EVIO assists these companies with license applications, business planning, state compliance and ongoing operational support.

Testing Services

The Company provides analytical testing services to the cannabis industry under the EVIO Labs brand. As of March 31, 2018, EVIO Labs has seven operating labs. EVIO Labs clients are located in Oregon, California and Massachusetts and consist of growers, processors and dispensaries. Operating under the rules of the appropriate state regulating body, EVIO Labs certifies products have been tested and are free from pesticides and other containments before resale to patients and consumers.

Six months ended March 31, 2018	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	102,816		$	1,576,360		$	1,679,176
Segment income (loss) from operations		(1,459,932	)		(975,276	)		(594,792	)		(3,030,000	)
Total assets		4,262,523			217,092			6,828,299			11,307,914
Capital expenditures		-			(1,038	)		(530,476	)		(531,514	)
Depreciation and amortization		-			7,171			218,804			225,975

Six months ended March 31, 2017	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	187,175		$	1,314,004		$	1,501,179
Segment income (loss) from operations		(378,704	)		4,648			(299,118	)		(673,174	)
Total assets		93,328			90,600			3,811,833			3,995,761
Capital expenditures		-			(1,038	)		(44,726	)		(45,764	)
Depreciation and amortization		-			11,947			108,783			120,730

Three months ended March 31, 2018	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	43,300		$	689,011		$	732,311
Segment income (loss) from operations		(1,264,646	)		(618,691	)		(479,603	)		(2,362,940	)
Total assets		4,262,523			217,092			6,828,299			11,307,914
Capital expenditures		-			-			(524,562	)		(524,562	)
Depreciation and amortization		-			1,197			138,278			139,475

Three months ended March 31, 2017	Corporate			Consulting Services			Testing Services			Total Consolidated
Revenue	$	-		$	87,297		$	745,426		$	832,723
Segment income (loss) from operations		(163,362	)		(7,717	)		(110,779	)		(281,858	)
Total assets		93,328			90,600			3,811,833			3,995,761
Capital expenditures		-			-			(19,450	)		(19,450	)
Depreciation and amortization		-			5,973			61,920			67,893

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NOTE 12 – STOCK OPTIONS AND WARRANTS

The following table summarizes all stock option and warrant activity for the year ended September 30, 2017 and the six months ended March 31, 2018:

	Shares			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2016		315,000		$	0.449
Granted		380,000			1.295
Exercised		-			-
Forfeited		(40,000	)		1.075
Expired		-			-
Outstanding, September 30, 2017		655,000		$	0.902

	Shares			Weighted- Average Exercise Price Per Share
Outstanding, September 30, 2017		655,000		$	0.902
Granted		3,948,050			0.763
Exercised		-			-
Forfeited		(70,000	)		0.891
Expired		-			-
Outstanding, March 31, 2018		4,533,050		$	0.781

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The following table discloses information regarding outstanding and exercisable options and warrants at September 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
$	0.400		150,000	$	0.400		3.88		75,000	$	0.400
$	0.500		155,000	$	0.500		3.88		77,500	$	0.500
$	1.260		270,000	$	1.260		4.75		-	$	1.260
$	1.386		60,000	$	1.386		4.75		-	$	1.386
$	1.300		10,000	$	1.300		4.05		2,500	$	1.300
$	1.666		10,000	$	1.666		4.84		-		1.666
Total			655,000	$	0.902		4.33		155,000	$	0.465

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

	September 30, 2017
Expected term of options granted	5 years
Expected volatility		2.68	%
Risk-free interest rate		1.89	%
Expected dividend yield		0	%

The following table discloses information regarding outstanding and exercisable options and warrants at March 31, 2018:

		Outstanding						Exercisable
Exercise Prices		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Number of Option Shares		Weighted Average Exercise Price
$	0.400		120,000	$	0.400		3.38		90,000	$	0.400
$	0.500		165,000	$	0.500		3.45		121,250	$	0.500
$	0.600		597,300	$	0.600		1.83		597,300	$	0.600
$	0.650		145,000	$	0.650		4.57		-	$	0.650
$	0.800		3,195,750	$	0.800		3.24		2,420,750	$	0.800
$	1.260		230,000	$	1.260		4.25		57,500	$	1.260
$	1.300		10,000	$	1.300		3.56		5,000	$	1.300
$	1.386		60,000	$	1.386		4.25		15,000	$	1.386
$	1.666		10,000	$	1.666		4.34		2,500	$	1.666
Total			4,533,050	$	0.781		3.82		3,309,300	$	0.754

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	March 31, 2018
Expected term of options granted	4.98 – 5.00 years
Expected volatility	251-256		%
Risk-free interest rate	2.01–2.25		%
Expected dividend yield		0	%

The Company recognized stock option expense of $986,203 and $21,749 and $1,067,768 and $42,165 during the three and six months ended March 31, 2018 and 2017, respectively. There was $1,014,765 of unrecognized stock based compensation expense as of March 31, 2018.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

During the year ended September 30, 2017, the Company purchased a software license for $200,000 in cash. The Company relied on the representation of the seller regarding the assignability of the license. However, independent verification of the assignability was not obtained. As a result, the Company recognized a $200,000 impairment loss on the write off of the asset. There have been no additional amounts accrued for potential losses related to the assignability of the license.

The Company has entered into various office and laboratory leases as well as a long term operating lease. Future minimum rental payments under the terms of the lease are:

Year ending September 30,
2018		258,300
2019		475,761
2020		445,092
2021		248,667
2022		118,410
Total	$	1,546,230

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NOTE 14 – SUBSEQUENT EVENTS

Employment Agreements

On April 16, 2018, the Company entered into an employment agreement with our Chief Financial Officer which carries a two-year term with a base salary of $150,000 annually plus incentive based bonuses of $20,000. Additionally, the Company granted 200,000 shares of common stock and 150,000 stock options exercisable at $1.28 per share which vest in equal quarterly installments over the term of the agreement.

Common Stock Issuances

The Company made the following issuances of common stock subsequent to March 31, 2018:

	·	992,265 common shares for the conversion of $677,885 of outstanding principal on convertible notes payable. All conversions were performed at contractual terms.

	·	66,133 common shares for the conversion of $45,135 of outstanding interest on convertible notes payable. All conversions were performed at contractual terms.

	·	15,000 common shares valued at $18,750 subject to the vesting requirements of certain agreements with consultants.

	·	125,000 common shares valued at $157,000 subject to the vesting requirements of certain agreements with employees.

Entries into Material Agreements

On April 29, 2018, EVIO Labs Humbolt, Inc. (“EVIO Humbolt”), a wholly-owned subsidiary of the Company entered into an Asset Purchase Agreement with Leaf Detective, LLC. (“Leaf Detective”). Pursuant to the Agreement, Leaf Detective agreed to sell its assets including equipment, tools, brand, customer lists, customer contracts, rental agreements, and equipment leases for total consideration of $500,000 in a Convertible Promissory Note (“Note”). The Note is convertible at $1.25 per share, bears no interest and has a maturity of 12 months from the closing of the agreement. The agreement otherwise contains standard representations and warranties.

On May 2, 2018, EVIO Canada, Inc, (“EVIO Canada”), a wholly-owned subsidiary of the Company consummated Stock Purchase Agreements to acquire a 50% interest of Keystone Labs, Inc. (“Keystone”). Keystone agreed to sell, assign and transfer to EVIO Canada and EVIO Canada agreed to purchase certain amounts of Class A shares and Class B shares of Keystone representing 50% of the issued and outstanding shares in the capital of Keystone for CAD $2,495,000. Furthermore, the Company agreed to advance Keystone an amount up to CAD $1,000,000. For the value received under the credit agreement, the Company received a promissory note with an 8% per annum interest rate on all outstanding sums. In connection with EVIO’s purchase of 50% of Keystone, the shareholders of Keystone subscribed for an aggregate of 1,291,391 of common shares in the capital of EVIO for an aggregate purchase price of CAD $1,950,000 on a private placement basis.

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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.

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Business of Registrant

EVIO, INC., a Colorado corporation, and its subsidiaries (“EVIO”, the “Company”, the "Registrant", “we”, “our”, or “us”) provide analytical testing and advisory services to the emerging legalized cannabis industry.

EVIO, INC. was originally incorporated in the State of New York, December 12, 1977 under the name 3171 Holding Corporation. On February 22, 1979 the name was changed to Electronomic Industries Corp. and on February 23, 1983 the name was changed to Quantech Electronics Corp. The Company was reincorporated in the State of Colorado on December 15, 2003. On August 29, 2014, the Company completed a reverse merger with Signal Bay Research, Inc., a Nevada Corporation, and took over its operations. In September 2014, the Company changed its name from Quantech Electronics Corp. to Signal Bay, Inc. then to EVIO, INC. during August 2017. The Company has selected September 30 as its fiscal year end. The Company is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon.

EVIO Consulting Services provides advisory and research services to cannabis companies including regulatory licensing and compliance, industry research, operational support, educational services and operating services for current and prospective licensed cannabis businesses.

EVIO, Inc. d/b/a EVIO Labs is the wholly owned analytical laboratory division of the Company. EVIO Labs consists of six operating companies: CR Labs, Inc. d/b/a EVIO Labs Bend, EVIO Labs Eugene LLC, Smith Scientific Industries, Inc. d/b/a EVIO Labs Medford, Greenhaus Analytical Services LLC d/b/a EVIO Labs Portland, Viridis Analytics MA d/b/a EVIO Labs MA and C3 Labs, LLC d/b/a EVIO Labs Berkeley all of which provide compliance testing services. Tests include identification of compounds and contaminants including cannabinoid potency and terpene profiling, as well as screening for residual solvents, pesticides, and hazardous microbiological growth., of cannabis products.

The subsidiaries of EVIO, Inc. are as follows:

Trade Name (dba)	Company Name	State of Incorporation	Ownership %			Acquisition Month
EVIO Labs Bend (dba)	CR Labs, Inc.	Oregon		80	%	September 2015
EVIO Labs Eugene	EVIO Labs Eugene, LLC	Oregon		100	%	May 2016
EVIO Labs Medford (dba)	Smith Scientific Industries, LLC	Oregon		80	%	June 2016
EVIO Labs Portland (dba)	Greenhaus Analytical Labs	Oregon		100	%	October 2016
EVIO Labs MA	Viridis Analytics	Massachusetts		100	%	August 2017
EVIO Labs Berkeley	C3 Labs, LLC	California		60	%	January 2018

In addition to the wholly owned subsidiaries, the Company has entered into license agreements with independent testing laboratories in Florida and Colorado. Under the terms of the agreements, the independent laboratories are granted non-transferable and non-exclusive rights to use the Company’s trademarks, trade-name and testing methodologies.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2018 and 2017

Revenues and Costs of Revenues

									Percentage of Revenue
	2018			2017		Change			2018			2017
Testing services	$	689,011		$	745,426	$	(56,415	)		94	%		90	%
Consulting services		43,300			87,297		(43,997	)		6	%		10	%
Total revenue		732,311			832,723		(100,412	)		100	%		100	%

Cost of revenue
Testing services	$	664,182		$	566,447	$	97,735			91	%		68	%
Consulting services		78,500			19,505		58,995			11	%		2	%
Depreciation		55,706			28,048		27,658			8	%		3	%
Total cost of revenue		798,388			614,000		184,388			48	%		41	%

Gross profit (loss)	$	(66,077	)	$	218,723	$	(284,800	)		-9%			26	%

Revenues for the three months ended March 31, 2018 were $732,311 compared to $832,723 for the three months ended March 31, 2017. The decrease in revenues during the three months ended March 31, 2018 is the result of decreased testing services completed in the current period combined with decreased advisory services performed in the current period as compared to the prior period.

Cost of revenues for the three months ended March 31, 2018 were $798,388 compared to $614,000 for the three months ended March 31, 2018. The increase in the cost of revenues during the three months ended March 31, 2018 is the result of the increased direct costs associated with providing testing services and increased costs of advisory services. Gross loss for the three months ended March 31, 2018 was $66,077 compared to a gross profit of $218,723 during the three months ended March 31, 2017.

Operating Expenses

							Percentage of Revenue
	2018		2017		Change		2018			2017
Selling, general and administrative	$	2,213,094	$	460,736	$	1,752,358		302	%		55	%
Depreciation and amortization		83,769		39,845		43,924		11	%		5	%
	$	2,296,863	$	500,581	$	1,796,282		137	%		33	%

Total operating expenses during the three months ended March 31, 2018 were $2,296,863 compared to $500,581 during the three months ended March 31, 2017. The Company experienced an increase of $1,752,358 in selling, general and administrative expenses during the three months ended March 31, 2018 compared to the three months ended March 31, 2017 due to increased business size due to acquisitions and organic growth that has occurred during the period of January 1, 2017 to December 31, 2017. Additionally, total stock based compensation included in selling, general and administrative expenses was $1,230,432 during the three months ended March 31, 2018 compared to $81,027 during the same period in 2017. There was an increase of $43,924 in depreciation and amortization which was driven by the amortization of intangible assets and equipment associated with the acquisition completed during the period from January 1, 2017 to December 31, 2017.

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Other Income (Expense)

										Percentage of Revenue
	2018			2017			Change			2018			2017
Interest expense, net of interest income	$	(1,102,537	)	$	(97,987	)	$	(1,004,550	)		-151	%		-12	%
Loss on settlement of debt		-			-			-			0	%		0	%
Gain (loss) on change in fair market value of derivative liabilities		1,780,769			(85,035	)		1,865,804			243	%		-10	%
	$	678,232		$	(183,022	)	$	861,254			40	%		-12	%

Total other income (expense) was a net income of $678,232 during the three months ended March 31, 2018 compared to a net expense of $183,022 during the three months ended March 31, 2017. The decrease in net expense of $861,254 is from the decrease in the loss on fair market value of derivatives of $1,865,804 combined with an increase in interest expense of $867,058 from the recognition of debt discounts associated with convertible and non-convertible notes payable as well as convertible debentures payable.

Net Loss

										Percentage of Revenue
	2018			2017			Change			2018			2017
Net loss	$	(1,684,708	)	$	(464,880	)	$	(1,219,828	)		-230	%		-56	%

Net loss during the three months ended March 31, 2018 was $1,684,708 compared to $464,880 during the three months ended March 31, 2017. The increase in net loss is directed from the increase in other expenses combined with the decrease in gross margins as described above.

Six Months Ended March 31, 2018 and 2017

Revenues and Costs of Revenues

								Percentage of Revenue
	2018		2017		Change			2018			2017
Testing services	$	1,576,360	$	1,314,004	$	262,356			94	%		88	%
Consulting services		102,816		187,175		(84,359	)		6	%		12	%
Total revenue		1,679,176		1,501,179		177,997			100	%		100	%

Cost of revenue
Testing services	$	1,360,840	$	1,125,724	$	235,116			81	%		75	%
Consulting services		88,992		32,005		56,987			5	%		2	%
Depreciation		84,819		46,350		38,469			5	%		3	%
Total cost of revenue		1,534,651		1,204,079		330,572			91	%		80	%

Gross profit	$	144,525	$	297,100	$	(152,575	)		9	%		20	%

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Revenues for the six months ended March 31, 2018 were $1,679,176 compared to $1,501,179 for the six months ended March 31, 2017. The increase in revenues during the six months ended March 31, 2018 is the result of increased testing services completed in the current period partially offset by decreased advisory services performed in the current period as compared to the prior period.

Cost of revenues for the six months ended March 31, 2018 were $1,534,651 compared to $1,204,079 for the six months ended March 31, 2018. The increase in the cost of revenues during the six months ended March 31, 2018 is the result of the increased direct costs associated with providing testing services and increased costs of advisory services. Gross profit for the six months ended March 31, 2018 was $144,525 compared to $297,100 during the six months ended March 31, 2017.

Operating Expenses

							Percentage of Revenue
	2018		2017		Change		2018			2017
Selling, general and administrative	$	3,033,369	$	895,894	$	2,137,475		181	%		60	%
Depreciation and amortization		141,156		74,380		66,776		8	%		5	%
	$	3,174,525	$	970,274	$	2,204,251		189	%		65	%

Total operating expenses during the six months ended March 31, 2018 were $3,174,525 compared to $970,274 during the six months ended March 31, 2017. The Company experienced an increase of $2,137,475 in selling, general and administrative expenses during the six months ended March 31, 2018 compared to the six months ended March 31, 2017 due to increased business size due to acquisitions and organic growth that has occurred during the period of January 1, 2017 to December 31, 2017. Additionally, total stock based compensation included in selling, general and administrative expenses was $1,489,135 during the six months ended March 31, 2018 compared to $247,951 during the same period in 2017. There was an increase of $66,776 in depreciation and amortization which was driven by the amortization of intangible assets and equipment associated with the acquisition completed during the period from January 1, 2017 to December 31, 2017.

Other Income (Expense)

										Percentage of Revenue
	2018			2017			Change			2018			2017
Interest expense, net of interest income	$	(1,387,188	)	$	(421,409	)	$	(965,779	)		-83	%		-28	%
Loss on settlement of debt		(56,093	)		-			(56,093	)		-3	%		0	%
Gain (loss) on change in fair market value of derivative liabilities		1,794,091			(191,278	)		1,985,369			107	%		-13	%
	$	350,810		$	(612,687	)	$	963,497			21	%		-41	%

Total other income (expense) was a net income of $350,810 during the six months ended March 31, 2018 compared to a net expense of $612,687 during the six months ended March 31, 2017. The decrease in net expense of $963,497 is from the decrease in the loss on fair market value of derivatives of $1,985,369 combined with an increase in interest expense of $805,063 from the recognition of debt discounts associated with convertible and non-convertible notes payable as well as convertible debentures payable.

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Net Loss

										Percentage of Revenue
	2018			2017			Change			2018			2017
Net loss	$	(2,679,190	)	$	(1,285,861	)	$	(1,393,329	)		-160	%		-86	%

Net loss during the six months ended March 31, 2018 was $2,679,190 compared to $1,285,861 during the six months ended March 31, 2017. The increase in net loss is directed from the increase in other expenses combined with the decrease in gross margins as described above.

Liquidity and Capital Resources

The Company had cash on hand of $3,021,247 as of March 31, 2018, current assets of $3,491,936 and current liabilities of $6,182,195 creating a working capital deficit of $2,690,259. Current assets consisted of cash totaling $3,021,247, accounts receivable net of allowances totaling $215,540, prepaid expenses totaling $91,603, other current assets of $63,546 and current portions of notes receivable of $100,000. Current liabilities consisted of accounts payable and accrued liabilities of $698,672, client deposits of $49,696, deferred revenue of $27,000, convertible notes payable net of discounts of $718,187, derivative liabilities of $3,123,223, current capital lease obligations of $140,184, interest payable of $296,886, current portions of notes payable net of discounts of $975,192 and current portions of related party payables of $153,155.

The Company had cash on hand of $121,013 as of September 30, 2017, current assets of $627,572 and current liabilities of $4,428,578 creating a working capital deficit of $3,801,006. Current assets consisted of cash totaling $121,013, accounts receivable net of allowances totaling $229,564, prepaid expenses totaling $169,557, other current assets of $7,438 and current portion of a note receivable of $100,000. Current liabilities consisted of accounts payable and accrued liabilities of $773,053, client deposits of $119,281, deferred revenue of $40,800, convertible notes payable net of discounts of $1,212,720, current capital lease obligations of $37,990, interest payable of $133,697, derivative liabilities of $294,637, current portions of notes payable net of discounts of $1,503,545 and current portions of related party payables of $312,855.

Six Months Ended March 31, 2018

The Company used $2,148,643 of cash in operating activities which consisted of a net loss of $2,679,190, non-cash losses of $1,179,338 and changes in working capital of $648,791.

Net cash used in investing activities totaled $791,020 during the six months ended March 31, 2018 which consisted of $571,501 of cash used to purchase equipment, $39,987 of notes receivable, $200,000 of related party notes receivable and $20,468 of cash acquired in acquisitions.

During the six months ended March 31, 2018, the Company generated cash of $5,839,897 from financing activities. The Company received $6,136,120 from the issuance of convertible debentures, $508,000 from the sale of common stock, made repayments of $22,347 on capital leases, repayments of $605,348 on loans payable and $176,528 on related party loans payable.

Six Months Ended March 31, 2017

The Company used $62,312 of cash in operating activities which consisted of a net loss of $1,285,861, non-cash losses of $919,606 and changes in working capital of $303,943.

Net cash used in investing activities total $52,694 during the six months ended March 31, 2017. The Company paid net cash of $6,930 in asset purchases and acquisitions and paid $45,764 for the purchase of equipment.

During the six months ended March 31, 2017, the Company generated cash of $322,113 from financing activities. The Company received $114,500 of cash from the sale of series D preferred stock, $390,000 in cash from convertible notes payable, repayments of notes payable of $54,875, repayments of capital leases of $4,590, proceeds from the sale of common stock of $20,000 and net repayments on related party notes payable of $142,922.

Dividends

The Company declared $0 of dividends during the six months ending March 31, 2018 and 2017.

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Critical Accounting Policies and Estimates.

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

EVIO currently recognizes revenue from the sale of services in accordance with ASC 605 and will adopt ASC 606 with the beginning of its next fiscal year on October 1, 2018. The Company first identifies the promised goods or services in the contract and reduces the cost and complexity then evaluates whether promised goods and services are distinct. Specifically as it relates to certain licensing agreements whereby licensees have access to certain intellectual property of the Company, revenue is recognized ratably over the term of the agreement. In agreements were training and other support is required, revenue us recognized as services are performed.

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. EVIO has determined that the fair value of all common stock issued for goods or services is more readily determinable based on the publicly traded share price on the date of grant.

Emerging Growth Company Status

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

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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 $70,000 - $85,000 to pay for our accounting and audit requirements.

Off-balance sheet arrangements

On March 31, 2017, the Company entered into a long term operating lease requiring monthly payments of $10,275 for a period of 48 months terminating on March 31, 2021.

We have no other 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 website can be found at 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 for the reasons disclosed in our annual report on Form 10-K.

This quarterly report 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, which permits the Company to provide only management’s report in this Quarterly Report.

(b) Changes in Internal Control over Financial Reporting

There were no changes in Internal Controls over Financial Reporting during the six months ended March 31, 2018. Upon hiring additional financial staff, EVIO will 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.

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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 March 31, 2018, which was not previously disclosed in our filings during that period.

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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

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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 May 16, 2018.

	EVIO, INC.

	By:	/s/ William Waldrop
		William Waldrop
		Chief Executive Officer


	By:	/s/ David Kane
		David Kane
		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 May 16, 2018.

	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

EVIO, INC. - FORM 10-Q - May 16, 2018

Attached files

EVIO, INC. Reports