STMH Stem Holdings Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal quarter ended June 30, 2023

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from      to                

 

STEM HOLDINGS, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada		000-55751		61-1794883
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2201 NW Corporate Blvd, Suite 205, Boca Raton, FL 33431

(Address of principal executive offices) (Zip code)

 

Issuer’s telephone number: (561) 948-5410

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock par value $0.001		STMH		OTCQB

 

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 ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ 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 ☐	Accelerated Filer ☐
Non-accelerated Filer ☐	Smaller Reporting Company ☒
	Emerging Growth Company ☐

 

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

 

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

 

There were 280,544,294 shares outstanding of registrant’s common stock, par value $0.001 per share, as of August 21, 2023.

 

Transitional Small Business Disclosure Format (check one): Yes ☐ No ☒

 

 

 

TABLE OF CONTENTS

 

		Page
	PART I
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and September 30, 2022	3
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023, and June 30, 2022	4
	Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2023, and June 30, 2022	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023, and June 30, 2022	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
	PART II
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	43
SIGNATURES		44

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

STEM HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)

 

		June 30, 2023				September 30, 2022*
		(unaudited)				*
ASSETS
Current assets
Cash and cash equivalents		$	1,704			$	1,524
Accounts receivable, net of allowance for doubtful accounts			267				313
Note receivable			182				-
Inventory			1,303				2,675
Prepaid expenses and other current assets			596				929
Assets held for sale			-				-
Total current assets			4,052				5,441
Property and equipment, net			5,449				9,089
Deposits and other assets			13				13
Right of use asset			7,819				6,874
Intangible assets, net			6,801				8,014
Goodwill			1,522				1,522
Due from related party			28				28
Total assets		$	25,684			$	30,981
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses			2,739				2,310
Convertible notes, net			2,258				1,477
Current maturities of long-term debt			400				1,000
Short term notes and advances			223				451
Derivative liability			31				370
Lease liability			442				580
Warrant liability			71				55
Total current liabilities			6,164				6,243
Lease liability - long term			7,626				6,476
Long-term debt, mortgages			675				1,225
Total liabilities			14,465				13,944
Commitments and contingencies (Note 17)			-				-
Shareholders’ equity
Preferred stock, Series A; $0.001 par value; 50,000,000 shares authorized, none outstanding as of June 30, 2023, and September 30, 2022			-				-
Preferred stock, Series B; $0.001 par value; 50,000,000 shares authorized, none outstanding as of June 30, 2023, and September 30, 2022			-				-
Preferred stock value			-				-
Common stock, $0.001 par value; 750,000,000 shares authorized; 271,184,534 and 227,013,967 shares issued, issuable and outstanding as of June 30, 2023, and September 30, 2022, respectively			271				227
Additional paid-in capital			150,009				148,450
Distribution			(32	)			-
Accumulated deficit			(140,527	)			(133,118	)
Total Stem Holdings stockholder’s equity			9,721				15,559
Noncontrolling interest			1,498				1,478
Total shareholders’ equity			11,219				17,037
Total liabilities and shareholders’ equity		$	25,684			$	30,981

 

*	Derived from audited information

 

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

 

 

STEM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share amounts)

 

		2023				2022				2023				2022
		For the Three Months Ended June 30,								For the Nine Months Ended June 30,
		2023				2022				2023				2022
Revenues		$	3,830			$	4,171			$	11,783			$	12,517
Cost of goods sold			2,787				3,500				10,103				10,691
Gross Profit			1,043				671				1,680				1,826
Operating expenses:
Consulting fees			123				104				231				633
Professional fees			258				551				743				2,543
General and administration			2,094				2,555				6,602				8,745
Impairment of intangible assets			471				-				471				795
Total operating expenses			2,946				3,210				8,047				12,716
Loss from operations			(1,903	)			(2,539	)			(6,367	)			(10,890	)
Other income (expenses), net
Interest expense			(253	)			(247	)			(1,132	)			(605	)
Change in fair value of derivative liability			131				-				340				-
Change in fair value of warrant liability			(28	)			357				(16	)			2,287
Foreign currency exchange gain (loss)			188				89				(54	)			62
Other income			2				2,009				18				2,110
Gain on extinguishment of debt			-				803				-				803
Other gain (loss)			-				-				-				(30	)
Gain from disposal of subsidiary			-				-				-				831
Loss from sale of long-lived assets			786				-				(178	)			-
Total other income			826				3,011				(1,022	)			5,458
Loss from continuing operations			(1,077	)			472				(7,389	)			(5,432	)
Loss from discontinued operations, net of tax and gain on disposal of $831			-				-				-				(1,745	)
Net income (loss)		$	(1,077	)		$	472			$	(7,389	)		$	(7,177	)
Net income (loss) attributable to non-controlling interest			33				(68	)			20				(180	)
Net income loss attributable to Stem Holdings		$	(1,110	)		$	540			$	(7,409	)		$	(6,997	)
Net income (loss) per share:
Basic and diluted net income (loss) from continuing operations, per share		$	(0.00	)		$	0.00			$	(0.03	)		$	(0.02	)
Basic net income (loss) from continuing operations, per share		$	(0.00	)		$	0.00			$	(0.03	)		$	(0.02	)
Basic and diluted net income (loss) from discontinued operations, per share		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.01	)
Basic net income (loss) from discontinued operations, per share		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.01	)
Basic and diluted net income (loss), per share		$	(0.00	)		$	0.00			$	(0.03	)		$	(0.03	)
Weighted-average shares outstanding
Basic			260,338,380				224,607,322				244,212,631				226,199,289
Diluted			260,338,380				224,607,322				244,212,631				226,199,289

 

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

 

 

STEM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

(in thousands, except share amounts)

 

																						Total Stem
		Common Stock								Additional Paid-in								Accumulated				Holdings Shareholders’				Non-Controlling				Total Shareholders’
		Shares				Amount				Capital				Distribution				Deficit				Equity				Interest				Equity
Balance as of September 30, 2022			227,013,967			$	227			$	148,450			$	-			$	(133,118	)		$	15,559			$	1,478			$	17,037
Issuance of common stock in connection with consulting agreement			350,000				-				9				-				-				9				-				9
Stock based compensation			1,137,500				1				22				-				-				23				-				23
Issuance of common stock in connection with convertible debt			7,352,941				7				117				-				-				124				-				125
Issuance of options in connection with employment agreement			-				-				87				-				-				87				-				87
Distribution related to YMY			-				-				-				(24	)			-				(24	)			-				(24	)
Net loss			-				-				-				-				(3,066	)			(3,066	)			(13	)			(3,079	)
Balance as of December 31, 2022			235,854,408				235				148,685				(24	)			(136,184	)			12,712				1,465				14,177
Issuance of common stock in connection with convertible debt			5,434,782				6				120				-				-				126				-				126
Issuance of common stock related to interest expense and rent expense			6,895,344				7				138				-				-				145				-				145
Issuance of options in connection with consulting agreement			-				-				18				-				-				18				-				18
Issuance of warrants stock in connection with convertible debt			-				-				9				-				-				9				-				9
Distribution related to YMY			-				-				-				(4	)			-				(4	)			-				(4	)
Beneficial conversion for debt discount			-				-				400				-				-				400				-				400
Net loss			-				-				-				-				(3,233	)			(3,233	)			-				(3,233	)
Balance as of March 31, 2023			248,184,534			$	248			$	149,370			$	(28	)		$	(139,417	)		$	10,173			$	1,465			$	11,638
Issuance of common stock in connection with employment agreement			10,000,000				10				90				-				-				100				-				100
Debt discount related convertible debt			-				-				416				-				-				416								416
Issuance of shares in connection with advisory agreement and finder’s fee			3,000,000				3				27				-				-				30				-				30
Issuance of common stock in connection with board member agreement			10,000,000				10				90				-				-				100				-				100
Issuance of options in connection with consulting agreement			-				-				16				-				-				16				-				16
Distribution related to YMY			-				-				-				(4	)			-				(4	)			-				(4	)
Net loss			-				-				-				-				(1,110	)			(1,110	)			33				(1,077	)
Balance as of June 30, 2023			271,184,534			$	271			$	150,009			$	(32	)		$	(140,527	)		$	9,721			$	1,498			$	11,219
Balance as of September 30, 2021			229,988,620			$	230			$	148,249			$	(135	)		$	(115,750	)		$	32,594			$	1,640			$	34,234
Common stock issued for cash			3,223,611				3				282				-				-				285				-				285
Issuance of common stock in connection with consulting agreement			130,000				-				30				-				-				30				-				30
Stock based compensation			1,000,000				1				219				-				-				220				-				220
Issuance of common stock related to interest expense			555,953				1				66				-				-				67				-				67
Common stock cancelled related to discontinued operations			(11,506,700	)			(12	)			(1,169	)			135				-				(1,046	)			-				(1,046	)
Issuance of options in connection with employment agreement			-				-				292				-				-				292				-				292
Net loss			-				-				-				-				(4,064	)			(4,064	)		$	(123	)			(4,187	)
Balance as of December 31, 2021			223,391,484			$	223			$	147,969			$	-			$	(119,814	)		$	28,378			$	1,517			$	29,895
Issuance of common stock in connection with employment agreement			1,000,000				1				67				-				-				68				-				68
Issuance of warrants in connection with consulting agreement			-				-				158				-				-				158				-				158
Issuance of options in connection with employment agreement			-				-				19				-				-				19				-				19
Net loss			-				-				-				-				(3,472	)			(3,472	)			11				(3,461	)
Balance as of March 31, 2022			224,391,484			$	224			$	148,213			$	-			$	(123,286	)		$	25,151			$	1,528			$	26,679
Balance			224,391,484			$	224			$	148,213			$	-			$	(123,286	)		$	25,151			$	1,528			$	26,679
Issuance of common stock related to interest expense			15,372				-				1				-				-				1				-				1
Issuance of options in connection with employment agreement			-				-				94				-				-				94				-				94
Issuance of warrants in connection with extension of debenture maturity			-				-				12				-				-				12				-				12
Net gain (loss)			-				-				-				-				540				540				(68	)			472
Net income (loss)			-				-				-				-				540				540				(68	)			472
Balance as of June 30, 2022			224,406,856			$	224			$	148,320			$	-			$	(122,746	)		$	25,798			$	1,460			$	27,258
Balance			224,406,856			$	224			$	148,320			$	-			$	(122,746	)		$	25,798			$	1,460			$	27,258

 

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

 

 

STEM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

		2023				2022
		For the Nine Months Ended June 30,
		2023				2022
Cash flows from operating activities
Net loss		$	(7,389	)		$	(7,177	)
Loss from discontinued operations, net of tax			-				1,745
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense			349				691
Issuance of common stock in connection with consulting agreements			33				188
Issuance of common stock related to rent and interest expense			146				1
Impairment of investments			-				288
Depreciation and amortization			821				1,247
Amortization of intangible assets			529				655
Amortization of debt discount			1,007				13
Impairment of intangible assets			471				-
Gain on extinguishment of debt			-				(803	)
Change in fair value of warrant liability and derivative liability			(322	)			(2,183	)
Foreign currency adjustment			53				(62	)
Loss from sale of long-lived assets			178				-
Gain on disposal of subsidiary			-				(831	)
Gain on sale of property			-				(1,155	)
Other			367				103
Changes in operating assets and liabilities:
Accounts receivable, net of allowance for doubtful accounts			46				-
Prepaid expenses and other current assets			333				217
Inventory			1,372				21
Other assets			-				1,402
Accounts payable and accrued expenses			426				(124	)
Net cash used in continuing operating activities			(1,580	)			(5,764	)
Net cash provided by discontinued operating activities			-				340
Net cash used in operating activities			(1,580	)			(5,424	)
Cash flows from investing activities
Purchase of property and equipment			(24	)			(206	)
Sale of property			973				2,173
Investments			-				(288	)
Cash received related to sale of equity method investment			-				1,651
Related party payments			-				(1	)
Net cash provided by investing activities			949				3,329
Cash flows from financing activities
Proceeds from the issuance of common stock			-				285
Notes payable and advanced proceeds			1,470				625
Distribution			(32	)			-
Repayments of notes payable			(627	)			(879	)
Net cash provided by financing activities from continuing operations			811				31
Net increase (decrease) in cash and cash equivalents			180				(2,064	)
Cash and cash equivalents at the beginning of the period			1,524				5,464
Cash and cash equivalents at the end of the period		$	1,704			$	3,400
Supplemental disclosure of cash flow information:
Cash paid for interest		$	220			$	308
Cash paid for taxes		$	-			$	-
Supplemental disclosure of noncash activities:
Non-cash repayment of finance liability		$	-			$	1,092
Non-cash repayment of mortgages		$	1,150				-
Financed Insurance		$	-			$	449
Interest paid in the form of common stock		$	-			$	67
Beneficial conversion of debt discount		$	817			$	-
Conversion of debt to equity		$	249			$	-

 

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

 

 

STEM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. Incorporation and Operations and Going Concern

 

Stem Holdings, Inc. (“Stem” or the “Company”) is a Nevada corporation incorporated on June 7, 2016, and is a leading omnichannel, vertically-integrated cannabis branded products and technology company with state-of-the-art cultivation, processing, extraction, retail, distribution, and delivery-as-a-service (DaaS) operations throughout the United States. Stem’s family of award-winning brands includes TJ’s Gardens™, TravisxJames™, and Yerba Buena™ flower and extracts; Cannavore™ edible confections; and e-commerce delivery platforms provide direct-to consumer proprietary logistics and an omnichannel UX (user experience)/CX (customer experience).

 

The Company leases and operates in properties for use in the production, distribution and sales of cannabis and cannabis-infused products licensed under the laws of the states of Oregon, Nevada, and California. As of June 30, 2023, Stem had ownership interests in 21 state issued cannabis licenses including nine (9) licenses for cannabis cultivation, two (2) licenses for cannabis processing, one (1) license for cannabis wholesale distribution, three (3) licenses for hemp production and (6) cannabis dispensary licenses.

 

The Company has eight wholly-owned subsidiaries, including Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Oregon Acquisitions 1, Corp., Stem Oregon Acquisitions 2, Corp., Stem Oregon Acquisitions 3, Corp., Stem Oregon Acquisitions 4 Corp., 2336034 Alberta Ltd. Stem, through its subsidiaries, is currently in the process of seeking to be acquired by entities directly in the production and sale of cannabis. Driven Deliveries, Inc., a former wholly-owned subsidiary, was sold during the quarter ended December 31, 2021 (see Note 3).

 

The Company’s stock is publicly traded and is listed on the Canadian Securities Exchange under the symbol “STEM” and the OTCQB exchange under the symbol “STMH”.

 

In June 2021, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 shares to 750,000,000 shares.

 

Going Concern

 

On June 30, 2023, the Company had approximate balances of cash and cash equivalents of $1.7 million, negative working capital of approximately $2.1 million, and an accumulated deficit of $140.5 million.

 

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.

 

While the recreational use of cannabis is legal under the laws of certain States, the use and possession of cannabis is illegal under United States Federal Law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970 (the “ACT”). Cannabis is currently included under Schedule 1 of the Act, making it illegal to cultivate, sell or otherwise possess in the United States.

 

On January 4, 2018, the office of the Attorney General published a memo regarding cannabis enforcement that rescinds directives promulgated under former President Obama that eased federal enforcement. In a January 8, 2018 memo, Jefferson B. Sessions, then Attorney General of the United States, indicated enforcement decisions will be left up to the U.S. Attorney’s in their respective states clearly indicating that the burden is with “federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community.” Subsequently, in April 2018, former President Trump promised to support congressional efforts to protect states that have legalized the cultivation, sale, and possession of cannabis; however, a bill has not yet been finalized in order to implement legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize cannabis. Further in December 2018, the U.S. Congress passed legislation, which the President signed on December 20, 2018, removing hemp from being included with Cannabis in Schedule I of the Act.

 

7

 

 

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries, including the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects throughout our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition, or results of operations.

 

These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Should the United States Federal Government choose to begin enforcement of the provisions under the “ACT”, the Company through its wholly owned subsidiaries could be prosecuted under the “ACT” and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis.

 

Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants, and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. The Company is also in the process of seeking business combinations by entities directly in the production and sale of cannabis. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

 

The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.

 

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on January 13, 2023, for the year ended September 30, 2022.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

 

Reclassifications

 

Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.

 

8

 

 

Principles of Consolidation

 

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations.

 

The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of June 30, 2023, and September 30, 2022, the Company had no cash equivalents or short-term investments. In accordance with certain secured debentures received this quarter in the amount of $545,000, the Company set up and deposited this amount into a IOLTA trust account held in escrow to securitize these instruments (see Note 12). The Company has not experienced any losses on deposits of cash and cash equivalents to date.

 

Accounts Receivable

 

Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of June 30, 2023, and September 30, 2022, the reserve for doubtful accounts was $79 for both periods.

 

Inventory

 

Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest.

 

Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes.

 

Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items.

 

9

 

 

Prepaid Expenses and Other Current Assets

 

Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments.

 

Property and Equipment

 

Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.

 

Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”.

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows:

 

Schedule of Estimated Useful Life of Assets

Buildings	20 years
Leasehold improvements	Shorter of term of lease or economic life of improvement*
Furniture and equipment	5 years
Signage	5 years
Software and related	5 years

 

*

Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life.

 

Impairment of Long-Lived Assets

 

The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives.

 

10

 

 

Equity Method Investments

 

Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0% of the investee’s outstanding voting stock, under the equity method of accounting. These investments are recorded at the amount of the Company’s investment and adjusted each period for the Company’s share of the investee’s income or loss, and dividends paid.

 

During the nine months ended June 30, 2023, the Company recorded $0 of investee losses.

 

Asset Acquisitions

 

The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions.

 

Goodwill and Intangible Assets

 

Goodwill. Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill. No goodwill impairment expense was incurred for the nine months ended June 30, 2023, and 2022, respectively.

 

Intangible Assets. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the carrying amount of the intangible asset exceeds its fair value. At least annually, the remaining useful life is evaluated. During the nine months ended June 30, 2023, the Company entered into an asset purchase agreement which included the sale of intangible assets of approximately $222,000. Intangible assets of $471,000 and 0 were impaired for the nine months ended June 30, 2023, and 2022, respectively.

 

An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted.

 

11

 

 

Business Combinations

 

The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

 

Contingent Consideration

 

The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which 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. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met.

 

Warrant Liability

 

The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model.

 

Embedded Conversion Features

 

The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt.

 

Income Taxes

 

The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of June 30, 2023, and September 30, 2022, such net operating losses were offset entirely by a valuation allowance.

 

12

 

 

The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.

 

In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0%, created a territorial tax system (with a one-time mandatory transition tax on previously deferred foreign earnings), broadened the tax base and allowed for the immediate capital expensing of certain qualified property.

 

Revenue Recognition

 

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

 

Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales.

 

The following policies reflect specific criteria for the various revenue streams of the Company:

 

Cannabis Dispensary, Cultivation and Production

 

Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers.

 

The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws.

 

13

 

 

Delivery

 

1)	Identify the contract with a customer

 

The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery.

 

2)	Identify the performance obligations in the contract

 

The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products.

 

3)	Determine the transaction price

 

The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs.

 

4)	Allocate the transaction price to performance obligations in the contract

 

For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer.

 

5)	Recognize revenue when or as the Company satisfies a performance obligation

 

For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product.

 

Leases

 

On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets.

 

Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on June 30, 2023, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment.

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were approximately $323,000 and $1,010,000, respectively for the three and nine months ended June 30, 2023, and approximately $331,000 and $763,000, respectively for the three and nine months ended June 30, 2022. The Company has nine operating leases consisting with remaining lease terms ranging from 7 months to 167 months.

 

Lease Costs 

 Schedule of Lease Costs

		Nine Months Ended				Nine Months Ended
		June 30, 2023				June 30, 2022
Components of total lease costs:
Operating lease expense		$	1,010			$	763
Total lease costs		$	1,010			$	763

 

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Lease positions as of June 30, 2023

 

ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows:

Schedule of Right-of-Use Assets and Liabilities

 

		June 30, 2023
Assets
Right of use asset		$	7,819
Total assets		$	7,819
Liabilities
Operating lease liabilities – short term		$	442
Operating lease liabilities – long term			7,626
Total lease liability		$	8,068

 

Lease Terms and Discount Rate

 Schedule of Lease Terms and Discount Rate

Weighted average remaining lease term (in years) – operating lease			11.80
Weighted average discount rate – operating lease			10.74	%

 

Cash Flows

 Schedule of Cash Flow Related to Lease

		Nine Months Ended
		June 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
ROU amortization		$	1,010
Cash paydowns of operating liability		$	(1,010	)

 

The future minimum lease payments under the leases are as follows:

 Schedule of Future Minimum Lease Payments

2023		$	331
2024			1,272
2025			1,252
2026			1,271
2027			1,080
Thereafter			9,828
Total future minimum lease payments			15,034
Less: Lease imputed interest			(6,966	)
Total		$	8,068

 

15

 

 

Disaggregation of Revenue

 

In the nine months ended June 30, 2023, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606.

 

The following table illustrates our revenue by type related to the three months ended June 30, 2023, and 2022 respectively:

 Schedule of Disaggregation of Revenue

Three Months Ended June 30,		2023				2022
Revenue
Wholesale		$	841			$	1,126
Retail			3,774				3,630
Rental			-				-
Other			13				66
Total revenue			4,628				4,822
Discounts and returns			(798	)			(651	)
Net Revenue		$	3,830			$	4,171

 

The following table illustrates our revenue by type related to the nine months ended June 30, 2023, and 2022 respectively:

 

Nine Months Ended June 30,		2023				2022
Revenue
Wholesale		$	2,639			$	3,256
Retail			11,431				11,217
Other			47				106
Total revenue			14,117				14,579
Discounts and returns			(2,334	)			(2,062	)
Net Revenue		$	11,783			$	12,517

 

Geographical Concentrations

 

As of June 30, 2023, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 18, as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act.

 

Cost of Goods Sold

 

Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized.

 

Fair Value of Financial Instruments

 

As defined in the authoritative guidance, fair value is 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.

 

To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

 

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

 

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Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

 

In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

 

Stock-based Compensation

 

The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period.

 

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

 

Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.

 

Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

 

Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

 

Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

 

Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures.

 

Earnings (Loss) per Share

 

ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

 

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Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of June 30, 2023, and September 30, 2022, are as follows:

 Schedule of Computation of Diluted Loss

Potentially dilutive share-based instruments:		June 30, 2023				September 30, 2022
Convertible notes			124,237,230				34,736,220
Options to purchase common stock			9,030,685				5,518,185
Unvested restricted stock awards			-				-
Warrants to purchase common stock			20,818,536				65,783,059
Anti-dilutive Securities			154,086,451				106,037,464

 

The company has determined that the amount of interest expense and gains and losses for the derivative liabilities associated with the Company’s convertible notes is immaterial and inclusion would be anti-dilutive and has therefore not included an Earnings Per Share table recording the diluted earnings.

 

Advertising Costs

 

The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was approximately $25,000 and $47,000 three months ended June 30, 2023, and 2022, respectively. Advertising expense was approximately $95,000 thousand and $217,000 for nine months ended June 30, 2023, and 2022, respectively.

 

Related parties

 

Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with 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.

 

Segment reporting

 

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one segment.

 

18

 

 

Recent Accounting Guidance

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements.

 

In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for smaller reporting companies for annual reporting periods beginning after December 15, 2022, and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

 

3. Property, Plant & Equipment

 

Property and equipment consist of the following (in thousands):

 Schedule of Property, Plant and Equipment

		June 30, 2023				September 30, 2022
Land		$	-			$	1,151
Automobiles			-				93
Signage			-				19
Furniture and equipment			1,541				2,590
Leasehold improvements			3,342				3,532
Buildings and property improvements			5,062				7,460
Computer software			57				59
Property and equipment, gross			10,002				14,904
Accumulated depreciation			(4,553	)			(5,815	)
Property and equipment, net		$	5,449			$	9,089

 

Depreciation expense was approximately $256,000 and $400,000 for the three months ended June 30, 2023, and 2022, respectively. Depreciation expense was approximately $917,000 and $1.3 million for the nine months ended June 30, 2023, and 2022, respectively. Depreciation expense is included in general and administrative expense.

 

4. Inventory

 

Inventory consists of the following (in thousands):

 Schedule of Inventory

		June 30, 2023				September 30, 2022
Raw materials		$	198			$	569
Work-in-progress			151				450
Finished goods			954				1,656
Total Inventory		$	1,303			$	2,675

 

Raw materials and work-in-progress include the costs incurred for cultivation materials and live plants. Finished goods consists of cannabis products sent to retail locations or ready to be sold. No inventory reserve was recorded for the nine months ended June 30, 2023, and the year ended September 30, 2022, due to management’s assessment of the inventory on hand.

 

19

 

 

5. Prepaid expenses and other current assets

 

Prepaid expenses and other current assets are assets and payments previously made, that benefit future periods. The balance as of June 30, 2023, includes the Employee Retention Tax Credit (“ERTC”) program from the U.S Treasury, as part of the COVID-19 stimulus package. During the fiscal year ended September 30, 2021, the Company applied for certain ERTC credits in the approximate amount of $5.1 million, which is reflected within the Statement of Operations as a reduction to general and administration expense. The remaining balance of the ERTC receivable was $201 thousand as of June 30, 2023.

 

Prepaid and other current assets comprised of the following:

 Schedule of Prepaid Expenses and Other Current Assets

		June 30, 2023				September 30, 2022
Prepaid expenses		$	213			$	538
ERTC credits			201				201
Deposits and other current assets			182				190
Total prepaid expenses and other current assets		$	596			$	929

 

6. Non-Controlling Interests

 

Non-controlling interests in consolidated entities are as follows (in thousands):

 Schedule of Non-Controlling Interests in Consolidated Entities

		As of September 30, 2022
		NCI Equity Share				Net Loss Attributable to NCI				NCI in Consolidated Entities				Non-Controlling Ownership %
NVD RE Corp.		$	553			$	(37	)		$	516				36.2	%
Western Coast Ventures, Inc.			842			$	(3	)			839				49.0	%
YMY Ventures, Inc.			299			$	30				329				50.0	%
Michigan RE 1, Inc.			(54	)		$	(152	)			(206	)			49.0	%
		$	1,640			$	(162	)		$	1,478

 

		As of June 30, 2023
		NCI Equity Share				Net Loss Attributable to NCI				NCI in Consolidated Entities				Non-Controlling Ownership %
NVD RE Corp.		$	516			$	(28	)		$	488				36.2	%
Western Coast Ventures, Inc.			839			$	-				839				49.0	%
YMY Ventures, Inc.			329			$	48				377				50.0	%
Michigan RE 1, Inc.			(206	)		$	-				(206	)			49.0	%
		$	1,478			$	20			$	1,498

 

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7. Discontinued Operations, Assets and Liabilities Held for Sale

 

Discontinued Operations

 

On December 15, 2021, pursuant to a Share Exchange Agreement, the Company sold Driven Deliveries and its subsidiaries to the shareholders of Budee, Inc. in a transaction which the Company fully divested all of its interests in Driven Deliveries and all of its subsidiaries. Included in the terms of the Share Exchange Agreement, the shareholder of Budee, Inc., and prior officer of Driven Deliveries returned approximately 11.5 million shares of the Company’s common stock and assumed approximately $7.9 million of the Companies liabilities. Notwithstanding, the Company will continue to be responsible for $210 thousand of accounts payable assumed in the acquisition of Driven Deliveries.

 

The following table presents the assets and liabilities associated with the divestiture of Driven Deliveries, Inc. as of December 15, 2021, the date Driven was divested (in thousands):

 

Schedule of Discontinued Operations of Assets and Liabilities

		December 15, 2021
ASSETS
Current assets
Cash and cash equivalents		$	47
Inventory			509
Prepaid expenses and other current assets			242
Total current assets			798
Property and equipment, net			4
Right of use asset			327
Intangible assets, net			7,049
Total assets		$	8,178
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses			7,551
Short term notes and advances			3
Lease liability			218
Total current liabilities			7,772
Lease liability - long term			108
Total liabilities		$	7,880

 

The following table presents the operating results related to the divestiture of Driven Deliveries; Inc. (in thousands):

 

		Three Months Ended December 31, 2021
Revenues		$	3,805
Cost of goods sold			3,772
Gross Profit			33
Operating expenses:
Consulting fees			4
Professional fees			24
General and administration			1,749
Total operating expenses			1,777
Loss from operations			(1,744	)
Other expenses
Interest expense			1
Total other expense			1
Loss from discontinued operations		$	(1,745	)

 

21

 

 

In April 2023, the Company entered into a mutual settlement and release agreement with the landlord of one its indoor grow facilities in Oregon. The mutual consideration between the parties was to sell and transfer certain property and equipment to the landlord in exchange for complete termination of the existing lease and all of its obligations.

 

8. Assets Sale

 

On January 3, 2023, pursuant to an Oregon Real Estate Agreement, the Company sold its ownership interest in Never Again 2, LLC. The purchase price for this land and its leasehold improvements was $275,000 and excluding the cultivation license. At the closing the Company received $56,055 net of a $200,000 mortgage that was paid off along with broker fees. The Company recorded a loss on sale of approximately $1 million.

 

On March 15, 2023, the Company executed as Asset Purchase Agreement in which certain assets were sold for $200,000. In the terms of the agreement the buyer purchased one Marijuana Processor License, one Marijuana Wholesaler license, assumed certain liabilities. The licenses had a recorded value of $222,427 and accumulated amortization of $9,270. The purchase price for the assets was $200,000 with $10,000 payable immediately at closing and the balance of $190,000 payable in thirty-six monthly installments commencing the first business day of the first calendar month after the closing date. The first 35 installments will be $5,278 and the last payment will be $5,278. The Company realized a loss on sale of approximately $18,000.

 

9. Intangible Assets, net

 

Intangible assets as of September 30, 2022, and June 30, 2023 (in thousands):

 Schedule of Intangible Assets

		Estimated Useful Life		Cannabis Licenses				Tradename				Customer Relationship				Non-compete				Technology				Accumulated Amortization				Net Carrying Amount
Balance as September 30, 2022				$	8,365			$	280			$	645			$	220			$	5			$	(1,501	)		$	8,014
YMY Ventures		15			-				-				-				-				-				(38	)			(38	)
Yerba Buena		3-15 years			(537	)			-				-				-				-				-				(537	)
Foothill (7LV)		15			-				-				-				-				-				(392	)			(392	)
JV Retail 3		3-15 years			-				-				-				-				-				(12	)			(12	)
JV Retail 4		3-15 years			-				-				-				-				-				(12	)			(12	)
JV Extraction		10-15 years			(222	)			-				-				-				-				-				(222	)
Other		5			-				-				-				-				-				-				-
Balance as June 30, 2023				$	7,606			$	280			$	645			$	220			$	5			$	(1,955	)		$	6,801

 

Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes. On March 15, 2023, the Company executed as Asset Purchase Agreement in which included the sale of $222,427 of intangible assets. Amortization expense for the three and nine months ended June 30, 2023, was $175 and $533 respectively. Amortization expense for the three and nine months ended June 30, 2022, was $220 and $659, respectively.

 

Definite-lived intangible assets of $471 and $0 were impaired for the nine months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, goodwill in the amount of $1,522 was not impaired due to the reporting unit, to which the goodwill is allocated, having a negative equity balance.

 

The following table is a runoff of expected amortization in the following 5-year period as of June:

 Schedule of Expected Amortization

2023		$	334
2024			675
2025			675
2026			675
2027			675
Thereafter			4,238
Intangible assets, net		$	7,272

 

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10. Accounts payable and accrued expenses

 

Accounts payable and accrued expenses consist of the following (in thousands):

 Schedule of Accounts Payable and Accrued Expenses

		June 30, 2023				September 30, 2022
Accounts payable			2,040			$	1,790
Accrued credit cards			16				14
Accrued interest			177				111
Accrued payroll			138				109
Accrued sales tax liability			90				120
Other			278				166
Total Accounts Payable and Accrued Expenses		$	2,739			$	2,310

 

11. Notes Payable and Advances

 

The following table summarizes the Company’s short-term notes and long-term debt, mortgages as of June 30, 2023, and September 30, 2022:

 Schedule of Short-term Notes and Advances

		June 30, 2023				September 30, 2022
Equipment financing		$	17			$	20
Insurance financing			31				230
Promissory note			175				201
Total notes payable and advances		$	223			$	451
Current portion of long-term debt		$	400			$	1,000
Long-term mortgages, net of current portion			675				1,225
Total debt		$	1,075			$	2,225

 

Equipment financing

 

January 2021, the Company entered into a promissory note in the amount of $27,880 for the acquisition of a truck. The promissory note bears an interest rate of 13.29% per annum and is secured by the financed vehicle. The note has a sixty-month term with monthly payment of $642. As of June 30, 2023, the balance outstanding is $16,557.

 

Insurance financing

 

Effective February 9, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $430,657. The note bears an annual interest rate of 7.64%. The Company paid $86,131 as a down payment on February 14, 2022, the note requires the Company to make 10 monthly payments of $35,795 over the remaining term of the note. As of June 30, 2023, the obligation has been paid.

 

Effective February 24, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $17,551. The note bears an annual interest rate of 7.37%. The Company paid $18,033 as a down payment on February 24, 2022, the note requires the Company to make 10 monthly payments of $1,327 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.

 

Effective April 6, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $29,060. The note bears an annual interest rate of 9.65%. The Company paid $5,812 as a down payment on April 6, 2022, the note requires the Company to make 9 monthly payments of $2,697.47 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.

 

Effective May 23, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $7,599. The note bears an annual interest rate of 11.50%. The Company paid $2,121 as a down payment on May 23, 2022, the note requires the Company to make 9 monthly payments of $640.41 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.

 

Effective April 5, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $20,931. The note bears an annual interest rate of 10.50%. The Company paid $5,347 as a down payment on April 5, 2022, the note requires the Company to make 9 monthly payments of $1,808.22 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.

 

Effective July 7, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $10,150. The note bears an annual interest rate of 11%. The Company paid $3,950 as a down payment in July 2022, the note requires the Company to make 9 monthly payments of $837 over the remaining term of the note. As of June 30, 2023, the obligation has been paid.

 

23

 

 

Effective July 31, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $144,500. The note bears an annual interest rate of 9.49%. The Company paid $35,803 as a down payment in August 2022, the note requires the Company to make 10 monthly payments of $11,348 over the remaining term of the note. As of June 30, 2023, the obligation has been satisfied.

 

Effective November 26, 2022, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $11,089. The note bears an annual interest rate of 12.90 %. The Company paid $1,961 as a down payment in November 2022, the note requires the Company to make 10 monthly payments of $971 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $1,943.

 

Effective April 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $21000. The note bears an annual interest rate of 12.12%. The Company paid $8,392 as a down payment in April 2023, the note requires the Company to make 10 monthly payments of $1,696 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $13,569.

 

Effective May 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $5,892. The note bears an annual interest rate of 14.50 %. The Company paid $1,265 as a down payment in May 2023, the note requires the Company to make 10 monthly payments of $ 462.73 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $4,627.

 

Promissory note

 

In January 2020, the Company issued two promissory notes with a principal balance of $500,000 to accredited investors (the “Note Holders”). The note matures in October 2020 and has an annual rate of interest of 12%. In connection with the issuance of the promissory note, the Company issued the Note Holders 100,000 common stock purchase warrants with a five-year term from the issuance date, $0.85 per. As of July 2020, in consideration of the warrants being amended to $0.45 per share with an extended the term from five to a ten-year term, the maturity date has been extended to December 13, 2020. As of September 30, 2022, the obligation outstanding was $200,548, which consisted of remaining principal of $250,000 net of a debt discount of $49,452. During the three months ended December 31, 2022, the Company converted $124,000 of the principal and issued 7,352,941 common shares. The remaining principal balance was $125,000, and the balance, $80,016, was net of debt discount of $44,984 as of December 31, 2022. In January 2023, the remaining balance was converted through the issuance of 5,434,782 shares of common stock.

 

In November 2022, the Company completed a private placement of a $250,000 unsecured promissory note and 250,000 common share purchase warrants to an arm’s length lender. The Note becomes due and payable in three months, subject to extension by the Company for an additional three months upon payment of a $5,000 extension fee to the lender. The Note bears an interest rate of 10% per annum payable at maturity. The Company may prepay the outstanding principal amount of the obligation together with all accrued and unpaid interest, without penalty, at any time prior to the maturity date of the note. Each warrant entitles the holder thereof to purchase one common share at a price of $0.05 for a period of thirty-six (36) months after closing. The balance of the promissory note as of June 30, 2023, was $175,000.

 

Long-term debt, mortgages

 

In January 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15% per annum. Monthly interest only payments began February 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance was due on January 31, 2022, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of June 30, 2023, the Company executed a sale lease back agreement with the Company’s Powell property and entered into a 10-year lease with an unrelated third party located in Wichita, KS. The lease requires the Company to pay a starting base rental fee of $7,714 plus additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance, and utilities are included and paid monthly. This transaction resulted in net proceeds to the Company in the amount of $354,000 and a loss on sale of $249,000, recorded in other expense.

 

In March 2020, the Company executed a $400,000 mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 11.55% per annum. Monthly interest only payments began May 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance was due on April 1, 2022, the maturity date of the mortgage, and is secured by the underlying property. The Company paid costs of approximately $38,000 to close on the mortgage. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of June 30, 2023, the obligation outstanding is $400,000. Subsequently, the Company has exercised its right to extend the maturity by incurring an additional fee.

  

24

 

 

In March 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15% per annum. Monthly interest only payments began April 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance was due on March 31, 2022, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of March 31, 2023, the Company paid off the existing debt of $700,000 and procured another mortgage in the amount of $775,000. This obligation has no personal guarantee; however, a corporate guarantee has been perfected. The new interest is 12% on a two-year term. As of June 30, 2023, the Company executed a sale lease back agreement with the Company’s Willamette property and entered into a 10-year lease with an unrelated third party located in Santa Cruz, CA. The lease requires the Company to pay a starting base rental fee of $11,667 plus additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance, and utilities are included and paid monthly. This transaction resulted in net proceeds to the Company in the amount of $556,000 and a loss on sale of $482,000, recorded in other expense.

 

In July 2020, the Company executed a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 14% per annum. Monthly interest only payments began August 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance is due on July 31, 2023, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of June 30, 2023, the pursuant to a sales agreement, the property was sold for $275,000. This transaction resulted in net proceeds to the Company in the amount of $56,000 and a loss on sale of $894,000 recorded loss on sale.

 

In April 2018, the Company received a 37.5% interest in NVD RE Corp. (“NVD”) upon its issuance to NVD of a commitment to contribute $1.275 million to NVD which included the purchase price of $600,000 and an additional commitment to pay tenant improvement costs of $675,000. In the year ended September 30, 2019, NVD obtained $300,000 in proceeds from a mortgage on its property. The funds from this mortgage were advanced to the Company. The advance is undocumented, non-interest bearing and due on demand. As of September 30, 2019, the balance due totals $300,000. In August 2020, the Company refinanced this obligation and paid the $300,000 balance. The refinanced mortgage term is 36 months and includes and interest rate of 14% and monthly interest only payments of $4,667. As of June 30, 2023, the Company refinanced this obligation in the amount of $675,000 and paid off the principal balance of $400,000. The refinanced mortgage term is 24 months and includes and interest rate of 15% and monthly interest only payments of $8,437.

 

The following is a table of the 5-year runoff of our long-term debt as of June 30:

 

Schedule of Maturities of Long Term Debt

2023		$	400
2024			-
2025			675
2026			-
2027			-
Thereafter			-
Total long-term debt			1,075
Less current portion of long-term debt:			(400	)
Long term debt		$	675

 

25

 

 

Finance liability

 

In November 2020, the Company executed a mortgage payable on property located in Mulino, Oregon to acquire additional funds. The mortgage bears interest at 15% per annum. The entire unpaid balance is due November 2022, the maturity date of the mortgage, and was secured by the underlying property. The note was cross guaranteed by the former CEO and Director of the Company. On November 23, 2020, the Company executed a real estate purchase agreement related to the Mulino Property which included the sale of the property and payoff of the mortgage. Additionally, the Company entered into a lease agreement whereas the amount of $13,750 required as a rent payment through the lease is being recorded as interest expense and the Company recorded a finance liability of $1,094,989 related to the lease under the guidance of ASC 842 as a failed sale and leaseback transaction. During the fiscal year ended September 30, 2022, the Company executed a sale lease back agreement with the Company’s Mulino property, and entered into a 15-year lease with an unrelated third party located in Englewood, CO. The lease requires the Company to pay a starting base rental fee of $29,167 plus additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance, and utilities are included and paid monthly. This transaction resulted in net proceeds to the Company in the amount of $1.8 million and a gain on sale of $1.4 million, recorded in other income.

 

12. Convertible debt

 

In December 2022, the Company partially converted a $250,000 unsecured convertible promissory note and issued 7,352,941 common shares to convert 50% of the note. In January 2023, the balance of $125,000 was converted through the issuance of 5,434,782 shares of common stock. As of June 30, 2023, the balance on the convertible debenture is $0.

 

In January 2023, the Company executed a $250,000 unsecured convertible promissory note and 500,000 common share purchase warrants to an arm’s length lender. The Note becomes due and payable on March 31, 2023, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. The Note bears an interest rate of 12% per annum payable at maturity. Each warrant entitles the holder thereof to purchase one common share at a price of $0.005 for a period of thirty-six (36) months after closing. As of June 30, 2023, the note balance was $150,000, and has subsequently been satisfied.

 

During March 2023, the Company executed a $100,000 unsecured convertible promissory note. The Note bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption.

 

During March 2023, the Company executed a $50,000 unsecured convertible promissory note. The Note bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption.

 

During April 2023, the Company executed a $50,000 unsecured convertible promissory note. The Note bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption.

 

During April 2023, the Company executed a series of secured promissory notes totaling $545,000. The Notes bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption. These debentures are collateralized pursuant to a security and escrow agreement whereas the funds are set aside to fund the debentures upon the holder’s decision to either convert or redeem the note.

 

The total remaining balance of the convertible notes listed above was $0.3 million, which is net of a discount of $0.6 million as of June 30, 2023, and is reflected on the balance sheet within convertible notes, net.

 

Canaccord

 

On December 27, 2018, the Company entered into an Agency Agreement (the “Agency Agreement”) for a private offering of up to 10,000 convertible debenture special warrants of the Company (the “CD Special Warrants”) for aggregate gross proceeds of up to CDN$10,000,000 (the “Offering”). The net proceeds of the Offering were used for expansion initiatives and general corporate purposes. The Company’s functional currency is U.S. dollars.

 

In December 2018 and January 2019, the Company issued 3,121 CD Special Warrants in the first closing of the Offering, at a price of CDN $1,000 per CD Special Warrant, and received aggregate gross proceeds of CDN $3.1 million or $2.3 million USD. In connection with this offering, the Company issued the agents in such offering 52,430 convertible debenture special warrants (the “Broker CD Special Warrants”) as partial satisfaction of a selling commission.

 

On March 14, 2019, the Company issued 962 CD Special Warrants in the second and final closing of the Offering, at a price of CDN $1,000 per CD Special Warrant, and received aggregate gross proceeds of CDN $1.0 million or $0.7 million USD. In connection with this offering, the Company issued the agents in such offering 5,600 convertible debenture special warrants (the “Broker CD Special Warrants”) as partial satisfaction of a selling commission.

 

The total aggregate proceeds of the Offering totaled $4.1 million CDN or $3.1 million USD.

 

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Each CD Special Warrant will be exchanged (with no further action on the part of the holder thereof and for no further consideration) for one convertible debenture unit of the Company (a “Convertible Debenture Unit”), on the earlier of: (i) the third business day after the date on which both (A) a receipt (the “Receipt”) for a (final) document (the “Qualification Document”) qualifying the distribution of the Convertible Debentures (as defined below) and Warrants (as defined below) issuable upon exercise of the CD Special Warrants has been issued by the applicable securities regulatory authorities in the Canadian jurisdictions in which purchasers of the CD Special Warrants are resident (the “Canadian Jurisdictions”), and (B) a registration statement (the “Registration Statement”) registering the resale of the common shares underlying the Convertible Debentures and Warrants has been declared effective by the U.S. Securities and Exchange Commission (the “Registration”); and (ii) the date that is six months following the closing of the Offering. The Company has also provided certain registration rights to purchasers of the CD Special Warrants. The CD Special Warrants were exchanged for Convertible Debenture Units after six months as U.S. and Canadian registrations were not effective at that time.

 

Each Convertible Debenture Unit is comprised of CDN $1,000 principal amount 8.0% senior unsecured convertible debenture (each, a “Convertible Debenture”) of the Company and 167 common share purchase warrants of the Company (each, a “Warrant”). Each Warrant entitles the holder to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of CDN $3.90 per Warrant Share for a period of 24 months following the closing of the Offering.

 

The Company has agreed to use its best efforts to obtain the Receipt and Registration within six months following the closing of the Offering. If the Receipt and Registration have not been obtained on or before 5:00 p.m. (PST) on the date that is 120 days following the closing of the Offering, each unexercised CD Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant.

 

The brokered portion of the Offering (CDN $2.5 million, $1.9 million USD) was completed by a syndicate of agents (collectively, the “Agents”). The Company paid the Agents a cash commission equal to 7.0% of the gross proceeds raised in the brokered portion of the Offering. As additional consideration, the Company issued the Agents such number of non-transferable broker convertible debenture special warrants (the “Broker CD Special Warrants”) as is equal to 7.0% of the number of CD Special Warrants sold under the brokered portion of the Offering. Each Broker CD Special Warrant shall be exchanged, on the same terms as the CD Special Warrants, into broker warrants of the Company (the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one Convertible Debenture Unit at an exercise price of CDN $1,000, until the date that is 24 months from the closing date of the Offering. The distribution of the Broker Warrants issuable upon the exchange of the Broker CD Special Warrants shall also be qualified under the Qualification Document and the resale of the common shares underlying the Broker Warrants will be registered under the Registration Statement. The Company also paid the lead agent a commission noted above of CDN$157,290, corporate finance fee equal to CDN $50,000 in cash and as to $50,000 in common shares of the Company at a price per share of CDN$3.00 plus additional expenses of CDN$20,000. In addition, the Company paid the trustees legal fees of CDN$181,365. In total the Company approx. USD $0.32 million in fees and expenses associated with the offering.

 

The issuance of the securities was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, Regulation D promulgated under the Securities Act, Regulation S, in Canada to “accredited investors” within the meaning of National Instrument 45106 and other exempt purchasers in each province of Canada, except Quebec, and/or outside Canada and the United States on a basis which does not require the qualification or registration. The securities being offered have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.

 

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The Convertible Debenture features contain the following embedded derivatives:

 

	●	Conversion Option - The Convertible Debentures provide the holder the right to convert all or any portion of the outstanding principal into common shares of the Company at a conversion price of C$3.00 such that 333.33 common shares are issued for each C$1,000 of principal of Convertible Debentures converted.
	●	Contingent Put - Upon an Event of Default, the Convertible Debentures settle for cash at the outstanding principal and interest amount (at discretion of the Indenture Trustee or upon request of Holders of 25% or more of principal of the Convertible Debentures).
	●	Contingent Put - Upon a Change in Control, the Convertible Debentures settle for cash at the outstanding amount and principal and interest * 105% (where Holder accepts a Change of Control Offer).

 

The conversion option, the contingent put feature upon an Event of Default, and the contingent put feature upon a Change in Control should be bifurcated and recognized collectively as a compound embedded derivative at fair value at inception and at each quarterly reporting period.

 

A five percent penalty assessed for failure to timely file a registration statement to register the stock underlying the CD special warrants.

 

The Company valued the warrants granted using the Black-Scholes pricing model and determined that the value at grant date was approximately $424,000 USD (this includes the warrants issued as part of the penalty for failure to timely file the required registration statement under the indenture agreement). The significant assumptions used in the valuation were as follows:

 

Schedule of Assumptions Used Valuations of Warrants 

Fair value of underlying common shares		$	1.78 to $2.10
Exercise price (converted to USD)		$	2.93
Dividend yield			-
Historical volatility			85	%
Risk free interest rate			1.4% to 1.9	%

 

The warrants are not indexed to the Company’s own stock under ASC 815, Derivatives and Hedging. As such, the warrants do not meet the scope exception in ASC 815-10-15-74(a) to derivative accounting and therefore were accounted for as a liability in accordance with the guidance in ASC 815. The warrant liability was recorded at the date of grant at fair value with subsequent changes in fair value recognized in earnings each reporting period.

 

In April 2020, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$1.50 per Common Share and the convertible debentures of the Company issued in connection with the financing will be repriced to C$1.15 per common share. Additionally, the Debenture holders have approved the following amendments to the terms of the convertible debentures: (i) an extension to the maturity date of the convertible debentures to three years from the date of issuance; and (ii) an amendment to permit the Company to force the conversion of the principal amount of the then outstanding convertible debentures and any accrued and unpaid interest thereof at the new conversion price on not less than June days’ prior written notice if the closing trading price of the shares of common stock of the Company’s common shares exceeds C$1.90 for a period of 10 consecutive trading days on the CSE. The Warrant holders have also approved the inclusion of an early acceleration feature in accordance with the policies of the Canadian Securities Exchange, permitting the Company to accelerate the expiry date of the warrants should the closing trading price of the Common Shares exceed C$1.87 for a period of 10 consecutive trading days on the CSE.

 

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In June 2022, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which initially closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$0.20 per Common Share and the convertible debentures of the Company issued in connection with the financing will be repriced to C$0.10 per common share. Additionally, the Debenture holders have approved the following amendments to the terms of the convertible debentures: (i) an extension to the maturity date of the convertible debentures to three years ; and (ii) an amendment to permit the Company to force the conversion of the principal amount of the then outstanding convertible debentures and any accrued and unpaid interest thereof at the new conversion price on not less than 30 days’ prior written notice if the closing trading price of the shares of common stock of the Company’s common shares exceeds C$0.80 for a period of 10 consecutive trading days on the CSE, (iii) the payment of 5% of the principle amount. Share purchase warrants of the Company were issued in connection this repricing at 167 common share warrants for each $1,000 debenture unit held. A debt discount of $1.2 million was recorded and will be amortized over the remaining life of the convertible debt, and as part of the modification of convertible debt. This transaction was accounted for as extinguishment of debt which resulted in a gain of $803 thousand. As of June 30, 2023, and September 30, 2022, the convertible debt related to the above debentures was $2.0 million and $1.5 million, net of a debt discount of $600 thousand and $1.1 million, respectively.

 

The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the nine months ended June 30, 2023, in USD, (in thousands):

Schedule of Warrant Liability and Embedded Derivative Liability 

		Warrant Liability				Derivative Liability
Balance as of September 30, 2022		$	-			$	370
Change in fair value			-				(339	)
Balance as of June 30, 2023		$	-			$	31

 

13. Fair Value Measurements

 

In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:

 

Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date

 

Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable

 

Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023 (in thousands):

Schedule of Liabilities Measured at Fair Value on a Recurring Basis 

		Fair value measured at June 30, 2023
						Quoted prices				Significant other				Significant
						in active markets				observable inputs				unobservable inputs
		Fair value				(Level 1)				(Level 2)				(Level 3)
Warrant liability		$	71			$	-			$	-			$	71
Embedded derivative liability			31				-				-				31
Total fair value		$	102			$	-			$	-			$	102

 

There were no transfers between Level 1, 2 or 3 during the nine months ended June 30, 2023.

 

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The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended June 30, 2023. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).

Schedule of Level 3 Liabilities Measured at Fair Value 

						Embedded
		Warrant Liability				Derivative Liability				Total
Balance – September 30, 2022		$	55			$	370			$	425
Warrants granted for services			-				-				-
Change in fair value			44				(215	)			(171	)
Balance – December 31, 2022			99				155				254
Change in fair value			(56	)			6				(50	)
Balance – March 31, 2023		$	43			$	161			$	204
Change in fair value			28				(130	)			(102	)
Balance – June 30, 2023		$	71			$	31			$	102

 

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2023, and September 2022 is as follows:

Summary of Weighted Average Significant Unobservable Inputs 

		Embedded Derivative Liability
		As of				As of
		June 30, 2023				September 30, 2022
Strike price		$	0.01			$	0.10
Contractual term (years)			2.1				2.8
Volatility (annual)			164	%			141	%
Risk-free rate			4.50	%			4.00	%
Dividend yield (per share)			0.00	%			0.00	%
Credit spread			14% to 16	%			14% to 16	%

 

The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5% for a 4% change in volatility and will vary by less than 1% for each 1% change in credit spread.

 

14. Shareholders’ Equity

 

In 2016, the Company adopted a plan to allow the Company to compensate prospective and current employees, directors, and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15% of the total shares then outstanding. No limitations exist on any other instruments issuable under the plan. In the event of a change in control of the Company, all unvested instruments issued under the plan become immediately vested.

 

Pursuant to the shareholders meeting on June 25, 2021, the Company has amended its certificate of incorporation to increase the number of authorized Company Common Shares from 300,000,000 to 750,000,000.

 

Preferred shares

 

The Company had two series of preferred shares designated with no preferred shares issued and outstanding as of June 30, 2023, and September 30, 2022.

 

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Common shares

 

During the quarter ended December 31, 2021, the Company issued 3,223,611 shares of its common stock related to a stock purchase agreement for cash of $285,000.

 

During the quarter ended December 31, 2021, the Company issued 130,000 shares of its common stock related to various consulting agreements for a fair value of approximately $30,000 or $0.23 per share.

 

During the quarter ended December 31, 2021, the Company issued 1,000,000 shares of its common stock valued at $220,000 as stock-based compensation.

 

During the quarter ended December 31, 2021, the Company cancelled 11,506,700 shares of the company’s common stock as part of the Share Exchange Agreement, more fully described in Note 3.

 

During the quarter ended December 31, 2021, the Company converted $67,000 of its accrued interest related to convertible debt in exchange for 555,953 shares of the company’s common stock.

 

During the quarter ended December 31, 2022, the Company issued 350,000 shares of its common stock related to various consulting agreements for a fair value of approximately $9,000.

 

During the quarter ended December 31, 2022, the Company issued 1,137,500 shares of its common stock valued at $23,000 as stock-based compensation.

 

During the quarter ended December 31, 2022, the Company converted $124,000 of its convertible debt in exchange for 7,352,941 shares of the company’s common stock.

 

During the quarter ended March 31, 2022, the Company issued 1,000,000 shares of its common stock valued at $0.068 as stock-based compensation.

 

During the quarter ended March 31, 2023, the Company converted $125,000 of its convertible debt in exchange for 5,434,782 shares of the company’s common stock.

 

During the quarter ended March 31, 2023, the Company issued 6,895,334 shares of the company’s common stock in payment of $144,573 of interest and rent expense.

 

During the quarter ended June 30, 2022, the Company issued 20,000,000 shares of its common stock valued at $0.01 as stock-based compensation in connection with employment and board agreements.

 

During the quarter ended June 30, 2022, the Company issued 3,000,000 shares of its common stock valued at $0.01 as stock-based compensation in connection with advisory and finder’s agreements.

 

15. Stock Based Compensation

 

Stock Options

 

The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin for “plain vanilla” options. The expected term for stock options granted with performance and/or market conditions represents the period estimated by management by which the performance conditions will be met. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns.

 

The fair value of options granted are estimated using weighted-average assumptions. There were no options granted during the nine months ended June 30, 2023, and 2022.

 

Options:

Schedule of Fair Value of Options Granted

		For the Three Months Ended June 30,
		2023				2022
Exercise price			0.05				n/a
Expected term (years)			4.45				n/a
Expected stock price volatility			1.24	%			n/a
Risk-free rate of interest			2.42	%			n/a
Expected dividend rate			0	%			n/a

 

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A summary of option activity under the Company’s stock option plan for the nine months ended June 30, 2023, is presented below:

Schedule of Stock Option Activity 

		Number of Shares				Weighted Average Exercise Price				Total Intrinsic Value				Weighted Average Remaining Contractual Life (in years)
Outstanding as of October 1, 2021			6,697,916			$	1.07			$	54				2.09
Granted			1,500,000				0.07				-				4.39
Expired			(2,242,231	)			(0.67	)			-				-
Outstanding as of September 30, 2022			5,955,685			$	1.07			$	-				2.90
Granted			3,425,000			$	0.05			$	-				4.94
Outstanding as of March 31, 2023			9,380,685			$	0.27			$	-				2.88
Expired			(100,000	)		$	5.56			$	-				-
Outstanding as of June 30, 2023			9,280,685			$	0.49			$	-				2.19
Options vested and exercisable			9,030,685			$	0.49			$	-				2.19

 

Estimated future stock-based compensation expense relating to unvested stock options was nominal as of June 30, 2023, and 2022. Weighted average remaining contractual life of the options is 4.64 years.

 

Stock-based Compensation Expense

 

Stock-based compensation expense for the three and nine months ended June 30, 2023, and 2022 was comprised of the following (in thousands):

 

Schedule of Stock-based Compensation Expenses

		Three months ended June 30,
		2023				2022
Stock grants		$	231			$	-
Stock options			14				94
Warrants			-				-
Total stock-based compensation		$	245			$	94

 

		Nine months ended June 30,
		2023				2022
Stock grants		$	263			$	288
Stock options			119				405
Warrants			-				158
Total stock-based compensation		$	382			$	851

 

16. Commitments and contingencies

 

As noted earlier in Note 1, the Company, engages in a business that constitutes an illegal act under the laws of the United States Federal Government. This raises several possible issues which may impact the Company’s overall operations, not the least of which are related to traditional banking and other key operational risks. Since cannabis remains illegal on the federal level, and most traditional banks are federally insured, those financial institutions will not service cannabis businesses. In states where medical or recreational marijuana is legal, dispensary owners, manufacturers, and anybody who “touches the plant,” continue to face a host of operational hurdles. While local, state-chartered banks and credit unions now accept cannabis commerce, there remains a reluctance by traditional banks to do business with them. Aside from a huge inconvenience and the need to find creative ways to manage financial flow, payroll logistics, and payment of taxes, his also poses tremendous risks to controls as a result of operating a lucrative business in cash. This lack of access to traditional banking may inhibit industry growth. For the period ended June 30, 2023, the Company’s has accounts with a Florida bank and several credit unions located in Washington and California.

 

Despite the uncertainties surrounding the Federal government’s position on legalized marijuana, the Company does not believe these risks will have a substantive impact on its planned operations in the near term.

 

In July 2016, the Company entered into a 10-year lease for a commercial building from an unrelated third party in Springfield, Oregon. The lease requires the Company to pay a starting base rental fee of $7,033 plus an additional estimated $315 per month in real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance and utilities are included at the end of each year as a one-time payment. In addition, the Company also remitted $14,000 for a security deposit to the landlord. No amounts have been recorded for deferred rent in these financial statements as the amount was deemed immaterial by the Company. The Company has subleased this space pursuant to a 10-year lease. On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017, and continues through November 31, 2026, at a starting rate of $3,525 a month that escalates after the first year. The Company subleases this property to a related party (see disclosures below under “Springfield Suites”). As of June 30, 2023, Company eliminates this rental income in consolidation.

 

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In September 2019, the Company entered into a 4-year lease for the occupancy of the Company’s new corporate office located in Boca Raton, Florida. The lease requires the Company to pay a starting base rental fee of $4,285 per month with yearly increases thereafter. As of November 23, 2020, the Company added an additional 2,000 rentable square feet to its current lease under the same terms and conditions.

 

In January 2019, the Company entered into a 5-year lease for the occupancy of real estate and a building located in Hillsboro, Oregon. The lease requires the Company to pay a starting base rental fee of $9,696 per month with yearly increases thereafter.

 

Pursuant to the execution of a sale lease back agreement with the Company’s Wallis property, a/k/a Never Again, the Company in May 2021, entered into a 15-year lease for the Wallis commercial building from an unrelated third party located in New York, NY. The lease requires the Company to pay a starting base rental fee of $31,500 plus an additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2.5%. All taxes (including reconciling real estate taxes), maintenance and utilities are included and paid monthly and reserved until payments are due. In addition, the Company also remitted $60,000 for a security deposit to the landlord.

 

The Company executed an Agency Agreement and in consideration of the services rendered by the Agent and in connection with the Offering, the Company has agreed to pay the Agent, on the Closing Date a commission equal to 7% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option, if any) payable in cash (the “Agent’s Commission”), subject to a reduced fee equal to 1% for Units ‎sold to certain purchasers designated by the Company on a president’s list (the “President’s ‎List”). In addition the Agent will receive ‎a number of share purchase warrants (the “Broker Warrants”) to purchase up to that number of shares of common stock of the Company (each, a “Broker Share”) that is equal to 7% of the aggregate number of Units issued under the Offering ‎(including any Additional Units (as hereinafter defined) issued upon exercise of the Over-Allotment Option, if any), subject to a ‎reduced number of Broker Warrants equal to 3.5% of the Units sold to purchasers on the President’s List‎, at an exercise price of $0.55 CAD per Broker Share, exercisable for a period of 24 months following the Closing Date. Pursuant to the Agency Agreement, the Company also agreed to pay to the Agent a corporate finance fee of $100,000 CAD (the “Corporate Finance Fee”), such Corporate Finance Fee to be payable as to $50,000 CAD in cash and as to $50,000 CAD by the issuance of 90,909 shares of common stock of the Company (the “Corporate Finance Fee Shares”) at the Offering Price. After deducting the Agent’s Commission ‎(assuming no President’s List purchasers)‎, the estimated expenses of the Offering of $350,000 CAD and the cash portion of the Corporate Finance Fee, which will be paid out of the general funds of the Company‎. The Company has also granted to the Agent an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at the Agent’s sole discretion, to purchase up to an additional 15% of the number of Units sold pursuant to the Offering, being up to an additional 2,590,909 Units in the case of the Maximum Offering (the “Additional Units”), each Additional Unit to be comprised of one Unit Share and one Warrant, at the Offering Price to cover the Agent’s over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable, in whole or in part, at any time or times until the date that is 30 days immediately following the Closing Date. A purchaser who acquires Additional Units forming part of the Agent’s over-allocation position acquires such Additional Units under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total Price to the Public, Agent’s Commission and Net Proceeds to the Company (before deducting expenses of the Offering and assuming no President’s List purchasers) will be $9,200,000 CAD, $644,000 CAD and $8,556,000 CAD, respectively, in the case of the Minimum Offering and, ‎$10,925,000 CAD, $764,750 CAD and $10,160,250 CAD, respectively, in the case of the Maximum Offering. Pursuant to the terms of the Agency Agreement, all subscription funds received from subscribers will be retained in trust by the Agent until the Minimum Offering is obtained. Once the Minimum Offering has been obtained, the sale of the Units shall be completed in accordance with the Agency Agreement. To date, all funds have been subscribed and will be held in escrow for final approval. Additionally, the Company entered into an offering led by Canaccord Genuity Corp. (the “Agent”) on a ‘commercially reasonable efforts’ basis and consisted of the sale of 16,926,019 Units (including 1,471,291 Units pursuant to the partial exercise of the over-allotment option by the Agent) at a price of C$0.55 per Unit for aggregate gross proceeds of C$10,309,210 (including C$809,210.05 pursuant to the partial exercise of the over-allotment option by the Agent). Each Unit is comprised of one share in the common stock of the Company (each a “Unit Share”) and one share purchase warrant of the Company (each, a “Warrant”). Each Warrant is exercisable to acquire one share in the common stock of the Company (each, a “Warrant Share”) until April 23, 2023, at a price per Warrant Share of C$0.68, subject to adjustment in certain events. The net proceeds raised under the Offering will be used for working capital and in furtherance of some or all of the business objectives described in the final short form prospectus of the Company dated April 19, 2021 (the “Final Prospectus”). The Company has given notice to list the Unit Shares and the Warrant Shares on the Canadian Securities Exchange (the “Exchange”). Listing will be subject to the Company fulfilling all of the requirements of the Exchange. Concurrent with the Offering, the Company also conducted a non-brokered offering in the United States of 972,092 units of the Company at a price of US$0.43 per unit for aggregate gross proceeds of approximately US$420,000 under the terms of a registration statement on Form S-1, as amended, filed with the United States Securities and Exchange Commission under the U.S. Securities Act on January 5, 2021.

 

33

 

 

Legal Proceedings

 

Chris Hass, et al. vs Brian Hayek, et al.

 

Plaintiffs filed their initial complaint in the instant action on May 22, 2020. Plaintiffs filed the operative first amended complaint on August 18, 2020. On March 28, 2022, Plaintiffs obtained a stipulated judgment in this action in the amount of $349,876.69 against Defendants Driven Deliveries, Brian Hayek (“Hayek”), and Christian Schenk (“Schenk”) (collectively, “Defendants”). (3/28/22 Judgment.) Plaintiffs declare that during the litigation of the instant action, Baumgartner negotiated the essential terms of a settlement with Driven Deliveries’ President, Salvador Villanueva(“Villanueva”), and Villanueva represented to Baumgartner that he was in charge of the litigation and a deal could be worked out between the two of them to resolve the case. Plaintiffs declare the basic terms of a settlement were reached between Villanueva and Baumgartner, and Plaintiffs signed a settlement agreement (“Settlement Agreement”) on November 24, 2020. Defendants, including Hayek, signed the Agreement on November 30, 2020. Plaintiffs declare they signed the Settlement Agreement because they knew Driven Deliveries was merging with Stem. Plaintiffs declare that for this reason, they made sure to state in the Settlement Agreement that in the event of a merger between Driven Deliveries and Stem, Stem would be bound by the Settlement Agreement and would be named on the Judgment. Plaintiffs also declare that when they signed the Settlement Agreement, they relied on the fact Hayek, Stem’s new Agreement to bind his new company. Plaintiffs declare Defendants made payments on the Settlement Agreement until November 2021, when payments stopped. Plaintiffs declare the settlement checks were mostly written by Villanueva. Plaintiffs declare that shortly after they signed the Settlement Agreement, Driven Deliveries officially completed its merger with Stem, and all of Plaintiffs’ shares in Driven Deliveries were converted to shares of Stem. In January 2022, Villanueva listed himself as President, Secretary, and Treasurer of Driven Deliveries. Plaintiffs filed the instant motion on September 8, 2022. On October 3, 2022, Defendant Driven Deliveries filed its notice of bankruptcy proceedings, and the Court ordered a stay as to Driven Deliveries. On October 20, 2022, nonparty Stem filed its opposition. On October 26, 2022, Plaintiffs filed their reply. At the November 2, 2022, hearing on the instant motion, the Court requested Plaintiffs and Stem submit supplemental briefs on which state law to apply regarding successor liability.

 

Under California law, Stem, as Driven Deliveries’ prior parent company was legally required to assume Driven Deliveries’ debt to Plaintiffs. If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporations into the parent corporation or the merger into the subsidiary corporation of the parent corporation and any other subsidiary corporation or corporations, may be effected by a resolution or plan of merger adopted and approved by the board of the parent corporation and the filing of a certificate of ownership as provided in subdivision . The resolution or plan of merger shall provide for the merger and shall provide that the surviving corporation assumes all the liabilities of each disappearing corporation and shall include any other provisions required by this section. Stem stated in a Form S-4 Statement filed with the SEC on [date], “Driven is surviving the merger as a wholly owned subsidiary of Stem (the ‘Merger’). Stem, together with Driven following the Merger, is referred to herein as the combined company. Following the completion of the Merger, Stem will also assume Driven’s outstanding net indebtedness.” Plaintiffs argue that while the merger with Stem was pending, Driven and Stem’s COO, Brian Hayek agreed to be bound by California law in executing the Settlement Agreement. Accordingly, applying California law, Stem assumed Driven’s liability to Plaintiffs. Accordingly, the Court in California granted the Plaintiffs’ motion to amend the judgment to add nonparty Stem Holdings Inc. as an additional defendant. At this time, it is unclear whether Stem will be required to pay Plaintiff any amount on account of this matter.

 

Additionally, the Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business.

 

17. Subsequent events

 

On July 10, 2023, the Company executed as Stock Purchase Agreement in which the Company sold its ownership interest in 7LV USA Corporation. The purchase price for the entity and for all its stock was $2.5 million which included the cannabis retail license. At closing, the Company received $1.0 million dollars in exchange for 49% of the shares and the remaining 51% of the shares will be tendered upon receipt of the balance of $1.5 million consisting of 15 $100,000 monthly payments.

 

 

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

 

Forward Looking Statements

 

This Interim Report on Form 10-Q contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PLSRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding Stem Holdings, Inc. (the “Company” or “Stem”, also referred to as “us”, “we” or “our”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Form 10-Q generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

 

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” detailed in the Company’s Form 10 and S-1 registration statements and matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

 

For the three and nine months ended June 30, 2023, the financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States. For the three and nine months ended June 30, 2023, the unaudited interim financial statements have been prepared by management in accordance with the condensing rules of the United States Securities and Exchange Commission.

 

 

Results of Operations

 

		For the Three Months Ended June 30,								Change
($ in thousands)		2023				2022				$				%
Gross Revenue		$	5,389			$	4,823				566				12	%
Discounts and returns			(1,559	)			(652	)			907				139	%
Cost of goods sold			2,787				3,500				(713	)			(20	%)
Consulting fees			123				104				19				18	%
Professional fees			258				551				(293	)			(53	%)
General and administration			2,094				2,555				(461	)			(18	%)
Impairment expense			471				-				471				100	%
Other income, net			826				3,011				(2,185	)			73	%
Net loss		$	(1,077	)		$	472

 

Comparison of the results of operations for the three months ended June 30, 2023, compared to the three months ended June 30, 2022

 

The Company had net revenues during the three months ended June 30, 2023, of $ 3,830 compared with $4,171 for the comparable period of 2022, the decrease in revenue was primarily related to a decrease in flower sales related to general market conditions.

 

Cost of goods for the three months ended June 30, 2023, amounted to approximately $2,787 compared to $3,500 in the comparable period of the prior year. These costs include both the cost of finished product purchased for retail and the cost of cultivation and processing for the grow facilities and sold at the wholesale level.

 

In the three months ended June 30, 2023, we incurred consulting costs of approximately $123 compared to approximately $104 in the comparable period of the prior year. The increase in consulting fees was attributed to an increase in stock-based consulting expenses.

 

In the three months ended June 30, 2023, we incurred professional fees of approximately $258 compared to approximately $551 in the comparable period of the prior year. The fees are primarily for legal, accounting, and related services that pertains to our being a public company in both the United States and Canada.

 

In the three months ended June 30, 2023, we incurred general and administrative costs of approximately $2,094 compared to approximately $2,555 in the comparable period of the prior year. The decrease relates primarily to a decrease in costs related to insurance, office expenses, and salaries.

 

The Company recognized other income of $826 during the three months ended June 30, 2023, compared to other income during the three months ended June 30, 2022, of $3,011. The other income was primarily related to the sale of a subsidiary.

 

		For the Nine Months Ended June 30,								Change
($ in thousands)		2023				2022				$				%
Gross Revenue		$	14,117			$	14,578				(461	)			(3	%)
Discounts and returns			(2,334	)			(2,061	)			273				13	%
Cost of goods sold			10,103				10,691				(588	)			(6	%)
Consulting fees			231				633				(402	)			(64	%)
Professional fees			743				2,543				(1,800	)			(71	%)
General and administration			6,602				8,744				(2,142	)			(24	%)
Impairment of intangibles			471				795				(324	)			(41	%)
Other income (expenses), net			(1,022	)			5,457				(6,479	)			119	%
Loss from discontinued operations			-				(1,745	)			1,745				100	%
Net loss		$	(7,389	)		$	(7,177	)

 

 

The Company had net revenues during the nine months ended June 30, 2023, of $11,783 compared with $12,517 for the comparable period of 2022, the decrease in revenue was primarily related to a decrease in flower sales related to general market conditions.

 

Cost of goods for the nine months ended June 30, 2023, amounted to $10,103 compared to $10,691 in the comparable period of the prior year. These costs include both the cost of finished product purchased for retail and the cost of cultivation and processing for the grow facilities and sold at the wholesale level.

 

In the nine months ended June 30, 2023, we incurred consulting costs of $231 compared to $633 in the comparable period of the prior year. We mitigated our consulting expenses which were stock based the prior year.

 

In the nine months ended June 30, 2023, we incurred professional fees of $743 compared to $2,543 in the comparable period of the prior year. Those fees are primarily for legal, accounting, and related services relating to our being a public company in both the United States and Canada.

 

In nine months ended June 30, 2023, we incurred general and administrative costs of $6,602 compared to $8,744, these costs include payroll, depreciation and amortization, insurance, rent expense and other general costs. We expect that these costs will increase as we increase our operations.

 

In the nine months ended June 30, 2023, we did recognize impairment expense of $471 compared to $795 in the comparable period of the prior year. This expense relates to the impairment of investments and non-refundable deposits.

 

The Company recognized other expenses of $1,022 during the nine months ended June 30, 2023, compared to other income during the nine months ended June 30, 2022, of $5,457. The other expenses were primarily related to the loss on a sale of a subsidiary for the nine months ended June 30, 2023. The other income for the nine months ended June 30, 2022, primarily related to the change in fair value of warrants offset slightly by impairment expense.

 

In the nine months ended June 30, 2023, we did not recognize any loss from discontinued operations. In the nine months ended June 30, 2022, we had recognized a loss of discontinued operations of $1,745 related to the divesture of Driven.

 

LIQUIDITY AND FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

On June 30, 2023, we had working capital deficit of approximately $2.1 million, which included cash and cash equivalents of $1.7 million. We reported a net loss of approximately $7.4 million and our net cash used in operating expenses totaled $1.3 million, our cash provided by investing activities was $0.9 million, and cash flows provided by financing activities totaled $0.5 million.

 

Cash Flow

 

Net cash flows used in continuing operating activities was approximately $1,580 for the nine months ended June 30, 2023, as compared net cash flow used in operating activities of approximately $5,764 for the nine months ended June 30, 2022, a change of approximately $4,184.

 

●	Net cash flow used in operating activities for the nine months ended June 30, 2023 primarily reflected a net loss of $7,389 adjusted for the add-back of non-cash items consisting of depreciation and amortization of approximately $821, stock-based compensation and consulting expense of approximately $382, amortization of debt discount of $1,007, impairment of intangible assets of $471, amortization of intangible assets of $529, non-cash rent and interest expense of $146, foreign currency translation adjustment of $53, loss on sale of long-lived assets of $178, offset by a decrease in warrant and derivative liability of $322, changes in operating assets and liabilities consisting of a decrease in accounts receivable of $46, a decrease in inventory of $1,372, an increase in accounts payable and accrued expenses of $427, and a decrease in prepaids of $333, and an increase in other assets of $367. Net cash flow used in operating activities for the nine months ended June 30, 2022 primarily reflected a net loss of $7,177 adjusted for the add-back of non-cash items consisting of loss from discontinued operations of $1,745, depreciation and amortization of approximately $1,247, stock-based compensation and consulting expense of approximately $880, amortization of debt discount of $13, amortization of intangible assets of $655, impairment of investments of $288, issuance of common stock in connection with consulting agreements and interest payments of $189, recognition of derivative liability of $340, offset by a decrease in warrant liability of $2,183, gain on extinguishment of debt of $803, foreign currency translation adjustment of $62, a gain from disposal of a subsidiary of $831, gain on sale of property of $1,155, change operating assets and liabilities consisting of a decrease in inventory of $21, a decrease in accounts payable and accrued expenses of $124, a decrease in prepaids of $217, an increase in other of $103, and a decrease in other assets of $1,402.
●	Net cash flow provided by investing activities for the nine months ended June 30, 2023, amounted to $949 and consisted of the sale of investments of $973, and the purchase of property and equipment of $24.  Net cash flow provided by investing activities for the nine months ended June 30, 2022, amounted to $3,329 and consisted of $206 used in the purchase of property and equipment, $1,651 provided from the sale of an equity method investment, and $2,173 provided from the sale of a property. Additionally, a net of $288 was provided by investments, and $1 related to repayment of a related party.
●	Net cash provided by financing activities was $811 for the nine months ended June 30, 2023, as compared to net cash provided by financing activities of $31 for the nine months ended June 30, 2022. During the nine months ended June 30, 2023, we received proceeds from notes payable and advances of $1,470, offset by repayments of $627 of notes payable, and distributions of $32. Net cash provided by financing activities was $31 for the nine months ended June 30, 2022. During the nine months ended June 30, 2022, we received proceeds of $285 for the issuance of common shares, $625 related to note payables offset by repayments of $879 of notes payable.

 

 

CRITICAL ACCOUNTING POLICIES

 

Principles of Consolidation

 

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

 

Impairment of Long-Lived Assets

 

The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives.

 

Goodwill and Intangible Assets

 

Goodwill. Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill.

 

Intangible Assets. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the carrying amount of the intangible asset exceeds its fair value. At least annually, the remaining useful life is evaluated.

 

 

An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted.

 

During the nine months ended June 30, 2023, and 2022, the Company determined that there were $471 and $795 losses related to the impairment of goodwill and intangible assets, respectively.

 

Business Combinations

 

The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

 

Revenue Recognition

 

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

 

Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales.

 

Effective October 1, 2019, the Company adopted the requirements of ASU 2014-09 (ASC 606) and related amendments, using the modified retrospective method. The adoption of ASC 606 did not have a significant impact on the Company’s revenue recognition policy as revenues related to wholesale and retail revenue are recorded upon transfer of merchandise to the customer, which was the effective policy under ASC 605 previously.

 

 

The following policies reflect specific criteria for the various revenue streams of the Company:

 

Cannabis Dispensary, Cultivation and Production

 

Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers.

 

The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws.

 

Delivery

 

1)	Identify the contract with a customer

 

The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery.

 

2)	Identify the performance obligations in the contract

 

The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products.

 

3)	Determine the transaction price

 

The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs.

 

4)	Allocate the transaction price to performance obligations in the contract

 

For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer.

 

5)	Recognize revenue when or as the Company satisfies a performance obligation

 

For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product.

 

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

 

As noted earlier in Note 1, the Company, engages in a business that constitutes an illegal act under the laws of the United States Federal Government. This raises several possible issues which may impact the Company’s overall operations, not the least of which are related to traditional banking and other key operational risks. Since cannabis remains illegal on the federal level, and most traditional banks are federally insured, those financial institutions will not service cannabis businesses. In states where medical or recreational marijuana is legal, dispensary owners, manufacturers, and anybody who “touches the plant,” continue to face a host of operational hurdles. While local, state-chartered banks and credit unions now accept cannabis commerce, there remains a reluctance by traditional banks to do business with them. Aside from a huge inconvenience and the need to find creative ways to manage financial flow, payroll logistics, and payment of taxes, this also poses tremendous risks to controls as a result of operating a lucrative business in cash. This lack of access to traditional banking may inhibit industry growth.

 

Despite the uncertainties surrounding the Federal government’s position on legalized marijuana, the Company does not believe these risks will have a substantive impact on its planned operations in the near term.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company does not have any off-balance sheet arrangements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Disclosure Controls and Procedures

 

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2023 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee.

 

(b) Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

We carried out an assessment, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of June 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment and on those criteria, our CEO and CFO concluded that our internal control over financial reporting was not effective as of June 30, 2023. The principal basis for this conclusion is (i) failure to engage sufficient resources regarding our accounting and reporting obligations during our startup and (ii) failure to fully document our internal control policies and procedures.

 

This quarterly report does not include an attestation report of our 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 temporary rules of the SEC that permit us to provide only the management’s report in this quarterly report.

 

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 

(c) Changes in Internal Controls

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Chris Hass, et al. vs Brian Hayek, et al. Plaintiffs filed their initial complaint in the instant action on May 22, 2020. Plaintiffs filed the operative first amended complaint on August 18, 2020. On March 28, 2022, Plaintiffs obtained a stipulated judgment in this action in the amount of $349,876.69 against Defendants Driven Deliveries, Brian Hayek (“Hayek”), and Christian Schenk (“Schenk”) (collectively, “Defendants”). (3/28/22 Judgment.) Plaintiffs declare that during the litigation of the instant action, Baumgartner negotiated the essential terms of a settlement with Driven Deliveries’ President, Salvador Villanueva(“Villanueva”), and Villanueva represented to Baumgartner that he was in charge of the litigation and a deal could be worked out between the two of them to resolve the case. Plaintiffs declare the basic terms of a settlement were reached between Villanueva and Baumgartner, and Plaintiffs signed a settlement agreement (“Settlement Agreement”) on November 24, 2020. Defendants, including Hayek, signed the Agreement on November 30, 2020. Plaintiffs declare they signed the Settlement Agreement because they knew Driven Deliveries was merging with Stem. Plaintiffs declare that for this reason, they made sure to state in the Settlement Agreement that in the event of a merger between Driven Deliveries and Stem, Stem would be bound by the Settlement Agreement and would be named on the Judgment. Plaintiffs also declare that when they signed the Settlement Agreement, they relied on the fact Hayek, Stem’s new Agreement to bind his new company. Plaintiffs declare Defendants made payments on the Settlement Agreement until November 2021, when payments stopped. Plaintiffs declare the settlement checks were mostly written by Villanueva. Plaintiffs declare that shortly after they signed the Settlement Agreement, Driven Deliveries officially completed its merger with Stem, and all of Plaintiffs’ shares in Driven Deliveries were converted to shares of Stem. In January 2022, Villanueva listed himself as President, Secretary, and Treasurer of Driven Deliveries. Plaintiffs filed the instant motion on September 8, 2022. On October 3, 2022, Defendant Driven Deliveries filed its notice of bankruptcy proceedings, and the Court ordered a stay as to Driven Deliveries. On October 20, 2022, nonparty Stem filed its opposition. On October 26, 2022, Plaintiffs filed their reply. At the November 2, 2022, hearing on the instant motion, the Court requested Plaintiffs and Stem submit supplemental briefs on which state law to apply regarding successor liability.

 

Under California law, Stem, as Driven Deliveries’ prior parent company was legally required to assume Driven Deliveries’ debt to Plaintiffs. If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporations into the parent corporation or the merger into the subsidiary corporation of the parent corporation and any other subsidiary corporation or corporations, may be effected by a resolution or plan of merger adopted and approved by the board of the parent corporation and the filing of a certificate of ownership as provided in subdivision . The resolution or plan of merger shall provide for the merger and shall provide that the surviving corporation assumes all the liabilities of each disappearing corporation and shall include any other provisions required by this section. Stem stated in a Form S-4 Statement filed with the SEC on [date], “Driven is surviving the merger as a wholly owned subsidiary of Stem (the ‘Merger’). Stem, together with Driven following the Merger, is referred to herein as the combined company. Following the completion of the Merger, Stem will also assume Driven’s outstanding net indebtedness.” Plaintiffs argue that while the merger with Stem was pending, Driven and Stem’s COO, Brian Hayek agreed to be bound by California law in executing the Settlement Agreement. Accordingly, applying California law, Stem assumed Driven’s liability to Plaintiffs. Accordingly, the Court in California granted the Plaintiffs’ motion to amend the judgment to add nonparty Stem Holdings Inc. as an additional defendant. At this time, it is unclear whether Stem will be required to pay Plaintiff any amount on account of this matter.

 

The Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business. To the best of our knowledge, as of August 14, 2023, the Company was not a party to any other material litigation, claim or suit whose outcome could have a material effect on the Company’s financial statements.

 

ITEM 1A. RISK FACTORS

 

Smaller reporting companies are not required to provide the information required by this item.

 

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

 

The following table sets forth all securities issued by Stem between October 1, 2022, and June 30, 2023:

 

		Security		No. Shares
Services		Common Stock			350,000
Compensation		Common Stock			24,137,500
Issuance of common stock related to debt conversions		Common Stock			12,787,723
Issuance of common stock related to rent and interest payments		Common Stock			6,895,344
Total					44,170,567

 

All of the aforementioned shares were issued by the Company pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description
31.1/31.2		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule15d- 14(a) of the Securities Exchange Act of 1934, as amended
32.1/32.2		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	STEM HOLDINGS, INC.
August 21, 2023	By:	/s/ Matthew J. Cohen
		Matthew J. Cohen, President, Chief Executive Officer and Chief Financial Officer

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

I, Matthew J. Cohen, certify that:

 

	1.	I have reviewed this Form 10-Q for the period ended June 30, 2023, of Stem Holdings, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date August 21, 2023
/s/ Matthew J. Cohen
Matthew J. Cohen
Principal Executive Officer

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

I, Matthew J. Cohen, certify that:

 

	1.	I have reviewed this Form 10-Q for the period ended June 30, 2023, of Stem Holdings, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

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

 

Date: August 21, 2023
/s/ Matthew J. Cohen
Matthew J. Cohen
Principal Financial Officer

 

 

EXHIBIT 32.1

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Stem Holdings, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The quarterly report on Form 10-Q for the period ended June 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 21, 2023
	/s/ Matthew J. Cohen
	Matthew J. Cohen
	Principal Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to STEM HOLDINGS, INC. and will be retained by STEM HOLDINGS, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

EXHIBIT 32.2

 

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Stem Holdings, Inc., a Nevada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The quarterly report on Form 10-Q for the period ended June 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 21, 2023
	/s/ Matthew J. Cohen
	Matthew J. Cohen
	Principal Financial and Accounting Officer

 

A signed original of this written statement required by Section 906 has been provided to STEM HOLDINGS, INC. and will be retained by STEM HOLDINGS, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 

v3.23.2

Cover - shares	9 Months Ended
	Jun. 30, 2023	Aug. 21, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity File Number	000-55751
Entity Registrant Name	STEM HOLDINGS, INC.
Entity Central Index Key	0001697834
Entity Tax Identification Number	61-1794883
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2201 NW Corporate Blvd
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	(561)
Local Phone Number	948-5410
Title of 12(b) Security	Common Stock par value $0.001
Trading Symbol	STMH
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		280,544,294

v3.23.2

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022	[1]
Current assets
Cash and cash equivalents	$ 1,704	$ 1,524
Accounts receivable, net of allowance for doubtful accounts	267	313
Note receivable	182
Inventory	1,303	2,675
Prepaid expenses and other current assets	596	929
Assets held for sale
Total current assets	4,052	5,441
Property and equipment, net	5,449	9,089
Deposits and other assets	13	13
Right of use asset	7,819	6,874
Intangible assets, net	6,801	8,014
Goodwill	1,522	1,522
Total assets	25,684	30,981
Current liabilities
Accounts payable and accrued expenses	2,739	2,310
Convertible notes, net	2,258	1,477
Current maturities of long-term debt	400	1,000
Short term notes and advances	223	451
Derivative liability	31	370
Lease liability	442	580
Warrant liability	71	55
Total current liabilities	6,164	6,243
Lease liability - long term	7,626	6,476
Long-term debt, mortgages	675	1,225
Total liabilities	14,465	13,944
Commitments and contingencies (Note 17)
Shareholders’ equity
Common stock, $0.001 par value; 750,000,000 shares authorized; 271,184,534 and 227,013,967 shares issued, issuable and outstanding as of June 30, 2023, and September 30, 2022, respectively	271	227
Additional paid-in capital	150,009	148,450
Distribution	(32)
Accumulated deficit	(140,527)	(133,118)
Total Stem Holdings stockholder’s equity	9,721	15,559
Noncontrolling interest	1,498	1,478
Total shareholders’ equity	11,219	17,037
Total liabilities and shareholders’ equity	25,684	30,981
Series A Preferred Stock [Member]
Shareholders’ equity
Preferred stock value
Series B Preferred Stock [Member]
Shareholders’ equity
Preferred stock value
Related Party [Member]
Current assets
Due from related party	$ 28	$ 28
[1] Derived from audited information

v3.23.2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Sep. 30, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	271,184,534	227,013,967
Common stock, shares issuable	271,184,534	227,013,967
Common stock, shares outstanding	271,184,534	227,013,967
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding	0	0

v3.23.2

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 3,830	$ 4,171	$ 11,783	$ 12,517
Cost of goods sold	2,787	3,500	10,103	10,691
Gross Profit	1,043	671	1,680	1,826
Operating expenses:
Consulting fees	123	104	231	633
Professional fees	258	551	743	2,543
General and administration	2,094	2,555	6,602	8,745
Impairment of intangible assets	471		471	795
Total operating expenses	2,946	3,210	8,047	12,716
Loss from operations	(1,903)	(2,539)	(6,367)	(10,890)
Other income (expenses), net
Interest expense	(253)	(247)	(1,132)	(605)
Change in fair value of derivative liability	131		340
Change in fair value of warrant liability	(28)	357	(16)	2,287
Foreign currency exchange gain (loss)	188	89	(54)	62
Other income	2	2,009	18	2,110
Gain on extinguishment of debt		803		803
Other gain (loss)				(30)
Gain from disposal of subsidiary				831
Loss from sale of long-lived assets	786		(178)
Total other income	826	3,011	(1,022)	5,458
Loss from continuing operations	(1,077)	472	(7,389)	(5,432)
Loss from discontinued operations, net of tax and gain on disposal of $831				(1,745)
Net income (loss)	(1,077)	472	(7,389)	(7,177)
Net income (loss) attributable to non-controlling interest	33	(68)	20	(180)
Net income loss attributable to Stem Holdings	$ (1,110)	$ 540	$ (7,409)	$ (6,997)
Net income (loss) per share:
Basic net income (loss) from continuing operations, per share	$ (0.00)	$ 0.00	$ (0.03)	$ (0.02)
Diluted net income (loss) from continuing operations, per share	(0.00)	0.00	(0.03)	(0.02)
Basic net income (loss) from discontinued operations, per share	(0.00)	0.00	(0.00)	(0.01)
Diluted net income (loss) from discontinued operations, per share	(0.00)	0.00	(0.00)	(0.01)
Basic net income (loss), per share	(0.00)	0.00	(0.03)	(0.03)
Diluted net income (loss), per share	$ (0.00)	$ 0.00	$ (0.03)	$ (0.03)
Weighted-average shares outstanding
Basic	260,338,380	224,607,322	244,212,631	226,199,289
Diluted	260,338,380	224,607,322	244,212,631	226,199,289

v3.23.2

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Income Statement [Abstract]
Net of tax and gain on disposal	$ 831

v3.23.2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Distribution [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Sep. 30, 2021	$ 230,000	$ 148,249,000	$ (135,000)	$ (115,750,000)	$ 32,594,000	$ 1,640,000	$ 34,234,000
Balance, shares at Sep. 30, 2021	229,988,620
Issuance of common stock in connection with consulting agreement		30,000			30,000		30,000
Issuance of common stock in connection with consulting agreement, shares	130,000
Stock based compensation	$ 1,000	219,000			220,000		220,000
Stock based compensation, shares	1,000,000
Issuance of options in connection with employment agreement		292,000			292,000		292,000
Net income (loss)				(4,064,000)	(4,064,000)	(123,000)	(4,187,000)
Issuance of common stock related to interest expense	1,000	66,000			67,000		67,000
Common stock issued for cash	$ 3,000	282,000			285,000		285,000
Common stock issued for cash, shares	3,223,611
Issuance of common stock related to interest expense, shares	555,953
Common stock cancelled related to discontinued operations	$ (12,000)	(1,169,000)	135,000		(1,046,000)		(1,046,000)
Common stock cancelled related to discontinued operations, shares	(11,506,700)
Balance at Dec. 31, 2021	$ 223,000	147,969,000		(119,814,000)	28,378,000	1,517,000	29,895,000
Balance, shares at Dec. 31, 2021	223,391,484
Balance at Sep. 30, 2021	$ 230,000	148,249,000	(135,000)	(115,750,000)	32,594,000	1,640,000	34,234,000
Balance, shares at Sep. 30, 2021	229,988,620
Net income (loss)							(7,177,000)
Balance at Jun. 30, 2022	$ 224,000	148,320,000		(122,746,000)	25,798,000	1,460,000	27,258,000
Balance, shares at Jun. 30, 2022	224,406,856
Balance at Dec. 31, 2021	$ 223,000	147,969,000		(119,814,000)	28,378,000	1,517,000	29,895,000
Balance, shares at Dec. 31, 2021	223,391,484
Issuance of options in connection with employment agreement		19,000			19,000		19,000
Net income (loss)				(3,472,000)	(3,472,000)	11,000	(3,461,000)
Issuance of common stock in connection with employment agreement	$ 1,000	67,000			68,000		68,000
Issuance of common stock in connection with employment agreement, shares	1,000,000
Issuance of warrants in connection with consulting agreement		158,000			158,000		158,000
Balance at Mar. 31, 2022	$ 224,000	148,213,000		(123,286,000)	25,151,000	1,528,000	26,679,000
Balance, shares at Mar. 31, 2022	224,391,484
Issuance of options in connection with employment agreement		94,000			94,000		94,000
Net income (loss)				540,000	540,000	(68,000)	472,000
Issuance of common stock related to interest expense		1,000			1,000		1,000
Issuance of common stock related to interest expense, shares	15,372
Issuance of warrants in connection with extension of debenture maturity		12,000			12,000		12,000
Balance at Jun. 30, 2022	$ 224,000	148,320,000		(122,746,000)	25,798,000	1,460,000	27,258,000
Balance, shares at Jun. 30, 2022	224,406,856
Balance at Sep. 30, 2022	$ 227,000	148,450,000		(133,118,000)	15,559,000	1,478,000	17,037,000	[1]
Balance, shares at Sep. 30, 2022	227,013,967
Issuance of common stock in connection with consulting agreement		9,000			9,000		9,000
Issuance of common stock in connection with consulting agreement, shares	350,000
Stock based compensation	$ 1,000	22,000			23,000		23,000
Stock based compensation, shares	1,137,500
Issuance of common stock in connection with convertible debt	$ 7,000	117,000			124,000		125,000
Issuance of common stock in connection with convertible debt, shares	7,352,941
Issuance of options in connection with employment agreement		87,000			87,000		87,000
Distribution related to YMY			(24,000)		(24,000)		(24,000)
Net income (loss)				(3,066,000)	(3,066,000)	(13,000)	(3,079,000)
Balance at Dec. 31, 2022	$ 235,000	148,685,000	(24,000)	(136,184,000)	12,712,000	1,465,000	14,177,000
Balance, shares at Dec. 31, 2022	235,854,408
Balance at Sep. 30, 2022	$ 227,000	148,450,000		(133,118,000)	15,559,000	1,478,000	17,037,000	[1]
Balance, shares at Sep. 30, 2022	227,013,967
Net income (loss)							(7,389,000)
Balance at Jun. 30, 2023	$ 271,000	150,009,000	(32,000)	(140,527,000)	9,721,000	1,498,000	11,219,000
Balance, shares at Jun. 30, 2023	271,184,534
Balance at Dec. 31, 2022	$ 235,000	148,685,000	(24,000)	(136,184,000)	12,712,000	1,465,000	14,177,000
Balance, shares at Dec. 31, 2022	235,854,408
Issuance of common stock in connection with convertible debt	$ 6,000	120,000			126,000		126,000
Issuance of common stock in connection with convertible debt, shares	5,434,782
Issuance of options in connection with employment agreement		18,000			18,000		18,000
Distribution related to YMY			(4,000)		(4,000)		(4,000)
Net income (loss)				(3,233,000)	(3,233,000)		(3,233,000)
Issuance of common stock related to interest expense	$ 7,000	138,000			145,000		145,000
Issuance of common stock related to interest expense, shares	6,895,344
Issuance of warrants stock in connection with convertible debt		9,000			9,000		9,000
Beneficial conversion for debt discount		400,000			400,000		400,000
Balance at Mar. 31, 2023	$ 248,000	149,370,000	(28,000)	(139,417,000)	10,173,000	1,465,000	11,638,000
Balance, shares at Mar. 31, 2023	248,184,534
Issuance of options in connection with employment agreement		16,000			16,000		16,000
Distribution related to YMY			(4,000)		(4,000)		(4,000)
Net income (loss)				(1,110,000)	(1,110,000)	33,000	(1,077,000)
Issuance of common stock in connection with employment agreement	$ 10,000	90,000			100,000		100,000
Issuance of common stock in connection with employment agreement, shares	10,000,000
Debt discount related convertible debt		416,000			416,000		416,000
Issuance of shares in connection with advisory agreement and finder’s fee	$ 3,000	27,000			30,000		30,000
Issuance of shares in connection with advisory agreement and finders fee, shares	3,000,000
Issuance of common stock in connection with board member agreement	$ 10,000	90,000			100,000		100,000
Issuance of common stock in connection with board member agreement, shares	10,000,000
Balance at Jun. 30, 2023	$ 271,000	$ 150,009,000	$ (32,000)	$ (140,527,000)	$ 9,721,000	$ 1,498,000	$ 11,219,000
Balance, shares at Jun. 30, 2023	271,184,534
[1] Derived from audited information

v3.23.2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (7,389,000)	$ (7,177,000)
Loss from discontinued operations, net of tax		1,745,000
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	349,000	691,000
Issuance of common stock in connection with consulting agreements	33,000	188,000
Issuance of common stock related to rent and interest expense	146,000	1,000
Impairment of investments		288,000
Depreciation and amortization	821,000	1,247,000
Amortization of intangible assets	529,000	655,000
Amortization of debt discount	1,007,000	13,000
Impairment of intangible assets	471,000
Gain on extinguishment of debt		(803,000)
Change in fair value of warrant liability and derivative liability	(322,000)	(2,183,000)
Foreign currency adjustment	53,000	(62,000)
Loss from sale of long-lived assets	178,000
Gain on disposal of subsidiary		(831,000)
Gain on sale of property		(1,155,000)
Other	367,000	103,000
Changes in operating assets and liabilities:
Accounts receivable, net of allowance for doubtful accounts	46,000
Prepaid expenses and other current assets	333,000	217,000
Inventory	1,372,000	21,000
Other assets		1,402,000
Accounts payable and accrued expenses	426,000	(124,000)
Net cash used in continuing operating activities	(1,580,000)	(5,764,000)
Net cash provided by discontinued operating activities		340,000
Net cash used in operating activities	(1,580,000)	(5,424,000)
Cash flows from investing activities
Purchase of property and equipment	(24,000)	(206,000)
Sale of property	973,000	2,173,000
Investments		(288,000)
Cash received related to sale of equity method investment		1,651,000
Related party payments		(1,000)
Net cash provided by investing activities	949,000	3,329,000
Cash flows from financing activities
Proceeds from the issuance of common stock		285,000
Notes payable and advanced proceeds	1,470,000	625,000
Distribution	(32,000)
Repayments of notes payable	(627,000)	(879,000)
Net cash provided by financing activities from continuing operations	811,000	31,000
Net increase (decrease) in cash and cash equivalents	180,000	(2,064,000)
Cash and cash equivalents at the beginning of the period	1,524,000	5,464,000
Cash and cash equivalents at the end of the period	1,704,000	3,400,000
Supplemental disclosure of cash flow information:
Cash paid for interest	220,000	308,000
Cash paid for taxes
Supplemental disclosure of noncash activities:
Non-cash repayment of finance liability		1,092,000
Non-cash repayment of mortgages	1,150,000
Financed Insurance		449,000
Interest paid in the form of common stock		67,000
Beneficial conversion of debt discount	817,000
Conversion of debt to equity	$ 249,000

v3.23.2

Incorporation and Operations and Going Concern	9 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Incorporation and Operations and Going Concern	1. Incorporation and Operations and Going Concern   Stem Holdings, Inc. (“Stem” or the “Company”) is a Nevada corporation incorporated on June 7, 2016, and is a leading omnichannel, vertically-integrated cannabis branded products and technology company with state-of-the-art cultivation, processing, extraction, retail, distribution, and delivery-as-a-service (DaaS) operations throughout the United States. Stem’s family of award-winning brands includes TJ’s Gardens™, TravisxJames™, and Yerba Buena™ flower and extracts; Cannavore™ edible confections; and e-commerce delivery platforms provide direct-to consumer proprietary logistics and an omnichannel UX (user experience)/CX (customer experience).   The Company leases and operates in properties for use in the production, distribution and sales of cannabis and cannabis-infused products licensed under the laws of the states of Oregon, Nevada, and California. As of June 30, 2023, Stem had ownership interests in 21 state issued cannabis licenses including nine (9) licenses for cannabis cultivation, two (2) licenses for cannabis processing, one (1) license for cannabis wholesale distribution, three (3) licenses for hemp production and (6) cannabis dispensary licenses.   The Company has eight wholly-owned subsidiaries, including Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Oregon Acquisitions 1, Corp., Stem Oregon Acquisitions 2, Corp., Stem Oregon Acquisitions 3, Corp., Stem Oregon Acquisitions 4 Corp., 2336034 Alberta Ltd. Stem, through its subsidiaries, is currently in the process of seeking to be acquired by entities directly in the production and sale of cannabis. Driven Deliveries, Inc., a former wholly-owned subsidiary, was sold during the quarter ended December 31, 2021 (see Note 3).   The Company’s stock is publicly traded and is listed on the Canadian Securities Exchange under the symbol “STEM” and the OTCQB exchange under the symbol “STMH”.   In June 2021, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 shares to 750,000,000 shares.   Going Concern   On June 30, 2023, the Company had approximate balances of cash and cash equivalents of $1.7 million, negative working capital of approximately $2.1 million, and an accumulated deficit of $140.5 million.   These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.   While the recreational use of cannabis is legal under the laws of certain States, the use and possession of cannabis is illegal under United States Federal Law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970 (the “ACT”). Cannabis is currently included under Schedule 1 of the Act, making it illegal to cultivate, sell or otherwise possess in the United States.   On January 4, 2018, the office of the Attorney General published a memo regarding cannabis enforcement that rescinds directives promulgated under former President Obama that eased federal enforcement. In a January 8, 2018 memo, Jefferson B. Sessions, then Attorney General of the United States, indicated enforcement decisions will be left up to the U.S. Attorney’s in their respective states clearly indicating that the burden is with “federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community.” Subsequently, in April 2018, former President Trump promised to support congressional efforts to protect states that have legalized the cultivation, sale, and possession of cannabis; however, a bill has not yet been finalized in order to implement legislation that would, in effect, make clear the federal government cannot interfere with states that have voted to legalize cannabis. Further in December 2018, the U.S. Congress passed legislation, which the President signed on December 20, 2018, removing hemp from being included with Cannabis in Schedule I of the Act.     In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries, including the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects throughout our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition, or results of operations.   These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Should the United States Federal Government choose to begin enforcement of the provisions under the “ACT”, the Company through its wholly owned subsidiaries could be prosecuted under the “ACT” and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis.   Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants, and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. The Company is also in the process of seeking business combinations by entities directly in the production and sale of cannabis. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

v3.23.2

Summary of Significant Accounting Policies	9 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies   Basis of Presentation   The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.   The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.   Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on January 13, 2023, for the year ended September 30, 2022.   Use of Estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.   Reclassifications   Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.     Principles of Consolidation   The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations.   The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements.   Cash and Cash Equivalents   The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of June 30, 2023, and September 30, 2022, the Company had no cash equivalents or short-term investments. In accordance with certain secured debentures received this quarter in the amount of $545,000, the Company set up and deposited this amount into a IOLTA trust account held in escrow to securitize these instruments (see Note 12). The Company has not experienced any losses on deposits of cash and cash equivalents to date.   Accounts Receivable   Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of June 30, 2023, and September 30, 2022, the reserve for doubtful accounts was $79 for both periods.   Inventory   Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest.   Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes.   Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items.     Prepaid Expenses and Other Current Assets   Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments.   Property and Equipment   Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.   Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”.   Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows:   Schedule of Estimated Useful Life of Assets Buildings 20 years Leasehold improvements Shorter of term of lease or economic life of improvement* Furniture and equipment 5 years Signage 5 years Software and related 5 years     * Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life.   Impairment of Long-Lived Assets   The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties.   The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives.     Equity Method Investments   Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0% of the investee’s outstanding voting stock, under the equity method of accounting. These investments are recorded at the amount of the Company’s investment and adjusted each period for the Company’s share of the investee’s income or loss, and dividends paid.   During the nine months ended June 30, 2023, the Company recorded $0 of investee losses.   Asset Acquisitions   The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions.   Goodwill and Intangible Assets   Goodwill. Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill. No goodwill impairment expense was incurred for the nine months ended June 30, 2023, and 2022, respectively.   Intangible Assets. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the carrying amount of the intangible asset exceeds its fair value. At least annually, the remaining useful life is evaluated. During the nine months ended June 30, 2023, the Company entered into an asset purchase agreement which included the sale of intangible assets of approximately $222,000. Intangible assets of $471,000 and 0 were impaired for the nine months ended June 30, 2023, and 2022, respectively.   An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted.     Business Combinations   The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.   Contingent Consideration   The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which 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. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met.   Warrant Liability   The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model.   Embedded Conversion Features   The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt.   Income Taxes   The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of June 30, 2023, and September 30, 2022, such net operating losses were offset entirely by a valuation allowance.     The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.   In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0%, created a territorial tax system (with a one-time mandatory transition tax on previously deferred foreign earnings), broadened the tax base and allowed for the immediate capital expensing of certain qualified property.   Revenue Recognition   The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.   Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales.   The following policies reflect specific criteria for the various revenue streams of the Company:   Cannabis Dispensary, Cultivation and Production   Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers.   The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws.     Delivery   1) Identify the contract with a customer   The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery.   2) Identify the performance obligations in the contract   The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products.   3) Determine the transaction price   The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs.   4) Allocate the transaction price to performance obligations in the contract   For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer.   5) Recognize revenue when or as the Company satisfies a performance obligation   For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product.   Leases   On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets.   Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on June 30, 2023, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment.   Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were approximately $323,000 and $1,010,000, respectively for the three and nine months ended June 30, 2023, and approximately $331,000 and $763,000, respectively for the three and nine months ended June 30, 2022. The Company has nine operating leases consisting with remaining lease terms ranging from 7 months to 167 months.   Lease Costs   Schedule of Lease Costs     Nine Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022   Components of total lease costs:                 Operating lease expense   $ 1,010     $ 763   Total lease costs   $ 1,010     $ 763       Lease positions as of June 30, 2023   ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of Right-of-Use Assets and Liabilities       June 30, 2023   Assets         Right of use asset   $ 7,819   Total assets   $ 7,819             Liabilities         Operating lease liabilities – short term   $ 442   Operating lease liabilities – long term     7,626   Total lease liability   $ 8,068     Lease Terms and Discount Rate  Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease     11.80   Weighted average discount rate – operating lease     10.74 %   Cash Flows  Schedule of Cash Flow Related to Lease     Nine Months Ended       June 30, 2023   Cash paid for amounts included in the measurement of lease liabilities:         ROU amortization   $ 1,010   Cash paydowns of operating liability   $ (1,010 )   The future minimum lease payments under the leases are as follows:  Schedule of Future Minimum Lease Payments           2023   $ 331   2024     1,272   2025     1,252   2026     1,271   2027     1,080   Thereafter     9,828   Total future minimum lease payments     15,034   Less: Lease imputed interest     (6,966 ) Total   $ 8,068       Disaggregation of Revenue   In the nine months ended June 30, 2023, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606.   The following table illustrates our revenue by type related to the three months ended June 30, 2023, and 2022 respectively:  Schedule of Disaggregation of Revenue Three Months Ended June 30,   2023     2022   Revenue                 Wholesale   $ 841     $ 1,126   Retail     3,774       3,630   Rental     -       -   Other     13       66   Total revenue     4,628       4,822   Discounts and returns     (798 )     (651 ) Net Revenue   $ 3,830     $ 4,171     The following table illustrates our revenue by type related to the nine months ended June 30, 2023, and 2022 respectively:   Nine Months Ended June 30,   2023     2022   Revenue                 Wholesale   $ 2,639     $ 3,256   Retail     11,431       11,217   Other     47       106   Total revenue     14,117       14,579   Discounts and returns     (2,334 )     (2,062 ) Net Revenue   $ 11,783     $ 12,517     Geographical Concentrations   As of June 30, 2023, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 18, as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act.   Cost of Goods Sold   Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized.   Fair Value of Financial Instruments   As defined in the authoritative guidance, fair value is 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.   To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.   The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows:   Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.     Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.   Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.   In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.   Stock-based Compensation   The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period.   The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.   Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.   Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.   Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.   Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.   Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures.   Earnings (Loss) per Share   ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.     Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of June 30, 2023, and September 30, 2022, are as follows:  Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments:   June 30, 2023     September 30, 2022   Convertible notes     124,237,230       34,736,220   Options to purchase common stock     9,030,685       5,518,185   Unvested restricted stock awards     -       -   Warrants to purchase common stock     20,818,536       65,783,059   Anti-dilutive Securities     154,086,451       106,037,464     The company has determined that the amount of interest expense and gains and losses for the derivative liabilities associated with the Company’s convertible notes is immaterial and inclusion would be anti-dilutive and has therefore not included an Earnings Per Share table recording the diluted earnings.   Advertising Costs   The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was approximately $25,000 and $47,000 three months ended June 30, 2023, and 2022, respectively. Advertising expense was approximately $95,000 thousand and $217,000 for nine months ended June 30, 2023, and 2022, respectively.   Related parties   Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with 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.   Segment reporting   Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one segment.     Recent Accounting Guidance   In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements.   In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.   In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for smaller reporting companies for annual reporting periods beginning after December 15, 2022, and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

v3.23.2

Property, Plant & Equipment	9 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant & Equipment	3. Property, Plant & Equipment   Property and equipment consist of the following (in thousands):  Schedule of Property, Plant and Equipment     June 30, 2023     September 30, 2022                 Land   $ -     $ 1,151   Automobiles     -       93   Signage     -       19   Furniture and equipment     1,541       2,590   Leasehold improvements     3,342       3,532   Buildings and property improvements     5,062       7,460   Computer software     57       59   Property and equipment, gross     10,002       14,904   Accumulated depreciation     (4,553 )     (5,815 ) Property and equipment, net   $ 5,449     $ 9,089     Depreciation expense was approximately $256,000 and $400,000 for the three months ended June 30, 2023, and 2022, respectively. Depreciation expense was approximately $917,000 and $1.3 million for the nine months ended June 30, 2023, and 2022, respectively. Depreciation expense is included in general and administrative expense.

v3.23.2

Inventory	9 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventory	4. Inventory   Inventory consists of the following (in thousands):  Schedule of Inventory     June 30, 2023     September 30, 2022                 Raw materials   $ 198     $ 569   Work-in-progress     151       450   Finished goods     954       1,656   Total Inventory   $ 1,303     $ 2,675     Raw materials and work-in-progress include the costs incurred for cultivation materials and live plants. Finished goods consists of cannabis products sent to retail locations or ready to be sold. No inventory reserve was recorded for the nine months ended June 30, 2023, and the year ended September 30, 2022, due to management’s assessment of the inventory on hand.

v3.23.2

Prepaid expenses and other current assets	9 Months Ended
	Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses and other current assets	5. Prepaid expenses and other current assets   Prepaid expenses and other current assets are assets and payments previously made, that benefit future periods. The balance as of June 30, 2023, includes the Employee Retention Tax Credit (“ERTC”) program from the U.S Treasury, as part of the COVID-19 stimulus package. During the fiscal year ended September 30, 2021, the Company applied for certain ERTC credits in the approximate amount of $5.1 million, which is reflected within the Statement of Operations as a reduction to general and administration expense. The remaining balance of the ERTC receivable was $201 thousand as of June 30, 2023.   Prepaid and other current assets comprised of the following:  Schedule of Prepaid Expenses and Other Current Assets     June 30, 2023     September 30, 2022                 Prepaid expenses   $ 213     $ 538   ERTC credits     201       201   Deposits and other current assets     182       190                     Total prepaid expenses and other current assets   $ 596     $ 929

v3.23.2

Non-Controlling Interests	9 Months Ended
	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Non-Controlling Interests	6. Non-Controlling Interests   Non-controlling interests in consolidated entities are as follows (in thousands):  Schedule of Non-Controlling Interests in Consolidated Entities     As of September 30, 2022       NCI Equity Share     Net Loss Attributable to NCI     NCI in Consolidated Entities     Non-Controlling Ownership %   NVD RE Corp.   $ 553     $ (37 )   $ 516       36.2 % Western Coast Ventures, Inc.     842     $ (3 )     839       49.0 % YMY Ventures, Inc.     299     $ 30       329       50.0 % Michigan RE 1, Inc.     (54 )   $ (152 )     (206 )     49.0 %     $ 1,640     $ (162 )   $ 1,478                 As of June 30, 2023       NCI Equity Share     Net Loss Attributable to NCI     NCI in Consolidated Entities     Non-Controlling Ownership %   NVD RE Corp.   $ 516     $ (28 )   $ 488       36.2 % Western Coast Ventures, Inc.     839     $ -       839       49.0 % YMY Ventures, Inc.     329     $ 48       377       50.0 % Michigan RE 1, Inc.     (206 )   $ -       (206 )     49.0 %     $ 1,478     $ 20     $ 1,498

v3.23.2

Discontinued Operations, Assets and Liabilities Held for Sale	9 Months Ended
	Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations, Assets and Liabilities Held for Sale	7. Discontinued Operations, Assets and Liabilities Held for Sale   Discontinued Operations   On December 15, 2021, pursuant to a Share Exchange Agreement, the Company sold Driven Deliveries and its subsidiaries to the shareholders of Budee, Inc. in a transaction which the Company fully divested all of its interests in Driven Deliveries and all of its subsidiaries. Included in the terms of the Share Exchange Agreement, the shareholder of Budee, Inc., and prior officer of Driven Deliveries returned approximately 11.5 million shares of the Company’s common stock and assumed approximately $7.9 million of the Companies liabilities. Notwithstanding, the Company will continue to be responsible for $210 thousand of accounts payable assumed in the acquisition of Driven Deliveries.   The following table presents the assets and liabilities associated with the divestiture of Driven Deliveries, Inc. as of December 15, 2021, the date Driven was divested (in thousands):   Schedule of Discontinued Operations of Assets and Liabilities     December 15, 2021           ASSETS         Current assets         Cash and cash equivalents   $ 47   Inventory     509   Prepaid expenses and other current assets     242   Total current assets     798             Property and equipment, net     4   Right of use asset     327   Intangible assets, net     7,049   Total assets   $ 8,178             LIABILITIES AND SHAREHOLDERS’ EQUITY         Current liabilities         Accounts payable and accrued expenses     7,551   Short term notes and advances     3   Lease liability     218   Total current liabilities     7,772             Lease liability - long term     108   Total liabilities   $ 7,880     The following table presents the operating results related to the divestiture of Driven Deliveries; Inc. (in thousands):       Three Months Ended December 31, 2021           Revenues   $ 3,805   Cost of goods sold     3,772   Gross Profit     33             Operating expenses:         Consulting fees     4   Professional fees     24   General and administration     1,749   Total operating expenses     1,777   Loss from operations     (1,744 )           Other expenses         Interest expense     1   Total other expense     1   Loss from discontinued operations   $ (1,745 )     In April 2023, the Company entered into a mutual settlement and release agreement with the landlord of one its indoor grow facilities in Oregon. The mutual consideration between the parties was to sell and transfer certain property and equipment to the landlord in exchange for complete termination of the existing lease and all of its obligations.

v3.23.2

Assets Sale	9 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Assets Sale	8. Assets Sale   On January 3, 2023, pursuant to an Oregon Real Estate Agreement, the Company sold its ownership interest in Never Again 2, LLC. The purchase price for this land and its leasehold improvements was $275,000 and excluding the cultivation license. At the closing the Company received $56,055 net of a $200,000 mortgage that was paid off along with broker fees. The Company recorded a loss on sale of approximately $1 million.   On March 15, 2023, the Company executed as Asset Purchase Agreement in which certain assets were sold for $200,000. In the terms of the agreement the buyer purchased one Marijuana Processor License, one Marijuana Wholesaler license, assumed certain liabilities. The licenses had a recorded value of $222,427 and accumulated amortization of $9,270. The purchase price for the assets was $200,000 with $10,000 payable immediately at closing and the balance of $190,000 payable in thirty-six monthly installments commencing the first business day of the first calendar month after the closing date. The first 35 installments will be $5,278 and the last payment will be $5,278. The Company realized a loss on sale of approximately $18,000.

v3.23.2

Intangible Assets, net	9 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, net	9. Intangible Assets, net   Intangible assets as of September 30, 2022, and June 30, 2023 (in thousands):  Schedule of Intangible Assets     Estimated Useful Life   Cannabis Licenses     Tradename     Customer Relationship     Non-compete     Technology     Accumulated Amortization     Net Carrying Amount   Balance as September 30, 2022       $ 8,365     $ 280     $ 645     $ 220     $ 5     $ (1,501 )   $ 8,014   YMY Ventures   15     -       -       -       -       -       (38 )     (38 ) Yerba Buena   3-15 years     (537 )     -       -       -       -       -       (537 ) Foothill (7LV)   15     -       -       -       -       -       (392 )     (392 ) JV Retail 3   3-15 years     -       -       -       -       -       (12 )     (12 ) JV Retail 4   3-15 years     -       -       -       -       -       (12 )     (12 ) JV Extraction   10-15 years     (222 )     -       -       -       -       -       (222 ) Other   5     -       -       -       -       -       -       -   Balance as June 30, 2023       $ 7,606     $ 280     $       645     $ 220     $ 5     $ (1,955 )   $ 6,801     Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes. On March 15, 2023, the Company executed as Asset Purchase Agreement in which included the sale of $222,427 of intangible assets. Amortization expense for the three and nine months ended June 30, 2023, was $175 and $533 respectively. Amortization expense for the three and nine months ended June 30, 2022, was $220 and $659, respectively.   Definite-lived intangible assets of $471 and $0 were impaired for the nine months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, goodwill in the amount of $1,522 was not impaired due to the reporting unit, to which the goodwill is allocated, having a negative equity balance.   The following table is a runoff of expected amortization in the following 5-year period as of June:  Schedule of Expected Amortization           2023   $ 334   2024     675   2025     675   2026     675   2027     675   Thereafter     4,238   Intangible assets, net   $ 7,272

v3.23.2

Accounts payable and accrued expenses	9 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	10. Accounts payable and accrued expenses   Accounts payable and accrued expenses consist of the following (in thousands):  Schedule of Accounts Payable and Accrued Expenses     June 30, 2023     September 30, 2022   Accounts payable     2,040     $ 1,790   Accrued credit cards     16       14   Accrued interest     177       111   Accrued payroll     138       109   Accrued sales tax liability     90       120   Other     278       166   Total Accounts Payable and Accrued Expenses   $ 2,739     $ 2,310

v3.23.2

Notes Payable and Advances	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Notes Payable and Advances	11. Notes Payable and Advances   The following table summarizes the Company’s short-term notes and long-term debt, mortgages as of June 30, 2023, and September 30, 2022:  Schedule of Short-term Notes and Advances     June 30, 2023     September 30, 2022   Equipment financing   $ 17     $ 20   Insurance financing     31       230   Promissory note     175       201   Total notes payable and advances   $ 223     $ 451                     Current portion of long-term debt   $ 400     $ 1,000                     Long-term mortgages, net of current portion     675       1,225   Total debt   $ 1,075     $ 2,225     Equipment financing   January 2021, the Company entered into a promissory note in the amount of $27,880 for the acquisition of a truck. The promissory note bears an interest rate of 13.29% per annum and is secured by the financed vehicle. The note has a sixty-month term with monthly payment of $642. As of June 30, 2023, the balance outstanding is $16,557.   Insurance financing   Effective February 9, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $430,657. The note bears an annual interest rate of 7.64%. The Company paid $86,131 as a down payment on February 14, 2022, the note requires the Company to make 10 monthly payments of $35,795 over the remaining term of the note. As of June 30, 2023, the obligation has been paid.   Effective February 24, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $17,551. The note bears an annual interest rate of 7.37%. The Company paid $18,033 as a down payment on February 24, 2022, the note requires the Company to make 10 monthly payments of $1,327 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.   Effective April 6, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $29,060. The note bears an annual interest rate of 9.65%. The Company paid $5,812 as a down payment on April 6, 2022, the note requires the Company to make 9 monthly payments of $2,697.47 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.   Effective May 23, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $7,599. The note bears an annual interest rate of 11.50%. The Company paid $2,121 as a down payment on May 23, 2022, the note requires the Company to make 9 monthly payments of $640.41 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.   Effective April 5, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $20,931. The note bears an annual interest rate of 10.50%. The Company paid $5,347 as a down payment on April 5, 2022, the note requires the Company to make 9 monthly payments of $1,808.22 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $0.   Effective July 7, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $10,150. The note bears an annual interest rate of 11%. The Company paid $3,950 as a down payment in July 2022, the note requires the Company to make 9 monthly payments of $837 over the remaining term of the note. As of June 30, 2023, the obligation has been paid.     Effective July 31, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $144,500. The note bears an annual interest rate of 9.49%. The Company paid $35,803 as a down payment in August 2022, the note requires the Company to make 10 monthly payments of $11,348 over the remaining term of the note. As of June 30, 2023, the obligation has been satisfied.   Effective November 26, 2022, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $11,089. The note bears an annual interest rate of 12.90 %. The Company paid $1,961 as a down payment in November 2022, the note requires the Company to make 10 monthly payments of $971 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $1,943.   Effective April 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $21000. The note bears an annual interest rate of 12.12%. The Company paid $8,392 as a down payment in April 2023, the note requires the Company to make 10 monthly payments of $1,696 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $13,569.   Effective May 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $5,892. The note bears an annual interest rate of 14.50 %. The Company paid $1,265 as a down payment in May 2023, the note requires the Company to make 10 monthly payments of $ 462.73 over the remaining term of the note. As of June 30, 2023, the obligation outstanding is $4,627.   Promissory note   In January 2020, the Company issued two promissory notes with a principal balance of $500,000 to accredited investors (the “Note Holders”). The note matures in October 2020 and has an annual rate of interest of 12%. In connection with the issuance of the promissory note, the Company issued the Note Holders 100,000 common stock purchase warrants with a five-year term from the issuance date, $0.85 per. As of July 2020, in consideration of the warrants being amended to $0.45 per share with an extended the term from five to a ten-year term, the maturity date has been extended to December 13, 2020. As of September 30, 2022, the obligation outstanding was $200,548, which consisted of remaining principal of $250,000 net of a debt discount of $49,452. During the three months ended December 31, 2022, the Company converted $124,000 of the principal and issued 7,352,941 common shares. The remaining principal balance was $125,000, and the balance, $80,016, was net of debt discount of $44,984 as of December 31, 2022. In January 2023, the remaining balance was converted through the issuance of 5,434,782 shares of common stock.   In November 2022, the Company completed a private placement of a $250,000 unsecured promissory note and 250,000 common share purchase warrants to an arm’s length lender. The Note becomes due and payable in three months, subject to extension by the Company for an additional three months upon payment of a $5,000 extension fee to the lender. The Note bears an interest rate of 10% per annum payable at maturity. The Company may prepay the outstanding principal amount of the obligation together with all accrued and unpaid interest, without penalty, at any time prior to the maturity date of the note. Each warrant entitles the holder thereof to purchase one common share at a price of $0.05 for a period of thirty-six (36) months after closing. The balance of the promissory note as of June 30, 2023, was $175,000.   Long-term debt, mortgages   In January 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15% per annum. Monthly interest only payments began February 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance was due on January 31, 2022, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of June 30, 2023, the Company executed a sale lease back agreement with the Company’s Powell property and entered into a 10-year lease with an unrelated third party located in Wichita, KS. The lease requires the Company to pay a starting base rental fee of $7,714 plus additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance, and utilities are included and paid monthly. This transaction resulted in net proceeds to the Company in the amount of $354,000 and a loss on sale of $249,000, recorded in other expense.   In March 2020, the Company executed a $400,000 mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 11.55% per annum. Monthly interest only payments began May 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance was due on April 1, 2022, the maturity date of the mortgage, and is secured by the underlying property. The Company paid costs of approximately $38,000 to close on the mortgage. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of June 30, 2023, the obligation outstanding is $400,000. Subsequently, the Company has exercised its right to extend the maturity by incurring an additional fee.      In March 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15% per annum. Monthly interest only payments began April 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance was due on March 31, 2022, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of March 31, 2023, the Company paid off the existing debt of $700,000 and procured another mortgage in the amount of $775,000. This obligation has no personal guarantee; however, a corporate guarantee has been perfected. The new interest is 12% on a two-year term. As of June 30, 2023, the Company executed a sale lease back agreement with the Company’s Willamette property and entered into a 10-year lease with an unrelated third party located in Santa Cruz, CA. The lease requires the Company to pay a starting base rental fee of $11,667 plus additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance, and utilities are included and paid monthly. This transaction resulted in net proceeds to the Company in the amount of $556,000 and a loss on sale of $482,000, recorded in other expense.   In July 2020, the Company executed a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 14% per annum. Monthly interest only payments began August 1, 2020, payments will continue each month thereafter until paid. The entire unpaid balance is due on July 31, 2023, the maturity date of the mortgage, and is secured by the underlying property. The mortgage terms do not allow participation by the lender in either the appreciation in the fair value of the mortgaged real estate project or the results of operations of the mortgaged real estate project. The note has been cross guaranteed by the former CEO and Director of the Company. As of June 30, 2023, the pursuant to a sales agreement, the property was sold for $275,000. This transaction resulted in net proceeds to the Company in the amount of $56,000 and a loss on sale of $894,000 recorded loss on sale.   In April 2018, the Company received a 37.5% interest in NVD RE Corp. (“NVD”) upon its issuance to NVD of a commitment to contribute $1.275 million to NVD which included the purchase price of $600,000 and an additional commitment to pay tenant improvement costs of $675,000. In the year ended September 30, 2019, NVD obtained $300,000 in proceeds from a mortgage on its property. The funds from this mortgage were advanced to the Company. The advance is undocumented, non-interest bearing and due on demand. As of September 30, 2019, the balance due totals $300,000. In August 2020, the Company refinanced this obligation and paid the $300,000 balance. The refinanced mortgage term is 36 months and includes and interest rate of 14% and monthly interest only payments of $4,667. As of June 30, 2023, the Company refinanced this obligation in the amount of $675,000 and paid off the principal balance of $400,000. The refinanced mortgage term is 24 months and includes and interest rate of 15% and monthly interest only payments of $8,437.   The following is a table of the 5-year runoff of our long-term debt as of June 30:   Schedule of Maturities of Long Term Debt           2023   $ 400   2024     -   2025     675   2026     -   2027     -   Thereafter     -   Total long-term debt     1,075   Less current portion of long-term debt:     (400 ) Long term debt   $ 675       Finance liability   In November 2020, the Company executed a mortgage payable on property located in Mulino, Oregon to acquire additional funds. The mortgage bears interest at 15% per annum. The entire unpaid balance is due November 2022, the maturity date of the mortgage, and was secured by the underlying property. The note was cross guaranteed by the former CEO and Director of the Company. On November 23, 2020, the Company executed a real estate purchase agreement related to the Mulino Property which included the sale of the property and payoff of the mortgage. Additionally, the Company entered into a lease agreement whereas the amount of $13,750 required as a rent payment through the lease is being recorded as interest expense and the Company recorded a finance liability of $1,094,989 related to the lease under the guidance of ASC 842 as a failed sale and leaseback transaction. During the fiscal year ended September 30, 2022, the Company executed a sale lease back agreement with the Company’s Mulino property, and entered into a 15-year lease with an unrelated third party located in Englewood, CO. The lease requires the Company to pay a starting base rental fee of $29,167 plus additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance, and utilities are included and paid monthly. This transaction resulted in net proceeds to the Company in the amount of $1.8 million and a gain on sale of $1.4 million, recorded in other income.

v3.23.2

Convertible debt	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Convertible debt	12. Convertible debt   In December 2022, the Company partially converted a $250,000 unsecured convertible promissory note and issued 7,352,941 common shares to convert 50% of the note. In January 2023, the balance of $125,000 was converted through the issuance of 5,434,782 shares of common stock. As of June 30, 2023, the balance on the convertible debenture is $0.   In January 2023, the Company executed a $250,000 unsecured convertible promissory note and 500,000 common share purchase warrants to an arm’s length lender. The Note becomes due and payable on March 31, 2023, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. The Note bears an interest rate of 12% per annum payable at maturity. Each warrant entitles the holder thereof to purchase one common share at a price of $0.005 for a period of thirty-six (36) months after closing. As of June 30, 2023, the note balance was $150,000, and has subsequently been satisfied.   During March 2023, the Company executed a $100,000 unsecured convertible promissory note. The Note bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption.   During March 2023, the Company executed a $50,000 unsecured convertible promissory note. The Note bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption.   During April 2023, the Company executed a $50,000 unsecured convertible promissory note. The Note bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption.   During April 2023, the Company executed a series of secured promissory notes totaling $545,000. The Notes bears an interest rate of 7.5% per annum payable quarterly either in cash or in kind. The Note becomes due and payable on March 7, 2024, and is subject to a voluntary conversion by the Holder at the conversion rate of $0.01 a share. Additionally, upon this conversion, the noteholder is entitled to 100 percent cashless warrant coverage entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after conversion. If the noteholder elects to redeem the note, the holder would be entitled to accrued interest along with three times cashless warrant coverage based on the initial investment entitling the holder to purchase one common share at a price of $0.02 for a period of five years, (60) months after redemption. These debentures are collateralized pursuant to a security and escrow agreement whereas the funds are set aside to fund the debentures upon the holder’s decision to either convert or redeem the note.   The total remaining balance of the convertible notes listed above was $0.3 million, which is net of a discount of $0.6 million as of June 30, 2023, and is reflected on the balance sheet within convertible notes, net.   Canaccord   On December 27, 2018, the Company entered into an Agency Agreement (the “Agency Agreement”) for a private offering of up to 10,000 convertible debenture special warrants of the Company (the “CD Special Warrants”) for aggregate gross proceeds of up to CDN$10,000,000 (the “Offering”). The net proceeds of the Offering were used for expansion initiatives and general corporate purposes. The Company’s functional currency is U.S. dollars.   In December 2018 and January 2019, the Company issued 3,121 CD Special Warrants in the first closing of the Offering, at a price of CDN $1,000 per CD Special Warrant, and received aggregate gross proceeds of CDN $3.1 million or $2.3 million USD. In connection with this offering, the Company issued the agents in such offering 52,430 convertible debenture special warrants (the “Broker CD Special Warrants”) as partial satisfaction of a selling commission.   On March 14, 2019, the Company issued 962 CD Special Warrants in the second and final closing of the Offering, at a price of CDN $1,000 per CD Special Warrant, and received aggregate gross proceeds of CDN $1.0 million or $0.7 million USD. In connection with this offering, the Company issued the agents in such offering 5,600 convertible debenture special warrants (the “Broker CD Special Warrants”) as partial satisfaction of a selling commission.   The total aggregate proceeds of the Offering totaled $4.1 million CDN or $3.1 million USD.     Each CD Special Warrant will be exchanged (with no further action on the part of the holder thereof and for no further consideration) for one convertible debenture unit of the Company (a “Convertible Debenture Unit”), on the earlier of: (i) the third business day after the date on which both (A) a receipt (the “Receipt”) for a (final) document (the “Qualification Document”) qualifying the distribution of the Convertible Debentures (as defined below) and Warrants (as defined below) issuable upon exercise of the CD Special Warrants has been issued by the applicable securities regulatory authorities in the Canadian jurisdictions in which purchasers of the CD Special Warrants are resident (the “Canadian Jurisdictions”), and (B) a registration statement (the “Registration Statement”) registering the resale of the common shares underlying the Convertible Debentures and Warrants has been declared effective by the U.S. Securities and Exchange Commission (the “Registration”); and (ii) the date that is six months following the closing of the Offering. The Company has also provided certain registration rights to purchasers of the CD Special Warrants. The CD Special Warrants were exchanged for Convertible Debenture Units after six months as U.S. and Canadian registrations were not effective at that time.   Each Convertible Debenture Unit is comprised of CDN $1,000 principal amount 8.0% senior unsecured convertible debenture (each, a “Convertible Debenture”) of the Company and 167 common share purchase warrants of the Company (each, a “Warrant”). Each Warrant entitles the holder to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of CDN $3.90 per Warrant Share for a period of 24 months following the closing of the Offering.   The Company has agreed to use its best efforts to obtain the Receipt and Registration within six months following the closing of the Offering. If the Receipt and Registration have not been obtained on or before 5:00 p.m. (PST) on the date that is 120 days following the closing of the Offering, each unexercised CD Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant.   The brokered portion of the Offering (CDN $2.5 million, $1.9 million USD) was completed by a syndicate of agents (collectively, the “Agents”). The Company paid the Agents a cash commission equal to 7.0% of the gross proceeds raised in the brokered portion of the Offering. As additional consideration, the Company issued the Agents such number of non-transferable broker convertible debenture special warrants (the “Broker CD Special Warrants”) as is equal to 7.0% of the number of CD Special Warrants sold under the brokered portion of the Offering. Each Broker CD Special Warrant shall be exchanged, on the same terms as the CD Special Warrants, into broker warrants of the Company (the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one Convertible Debenture Unit at an exercise price of CDN $1,000, until the date that is 24 months from the closing date of the Offering. The distribution of the Broker Warrants issuable upon the exchange of the Broker CD Special Warrants shall also be qualified under the Qualification Document and the resale of the common shares underlying the Broker Warrants will be registered under the Registration Statement. The Company also paid the lead agent a commission noted above of CDN$157,290, corporate finance fee equal to CDN $50,000 in cash and as to $50,000 in common shares of the Company at a price per share of CDN$3.00 plus additional expenses of CDN$20,000. In addition, the Company paid the trustees legal fees of CDN$181,365. In total the Company approx. USD $0.32 million in fees and expenses associated with the offering.   The issuance of the securities was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, Regulation D promulgated under the Securities Act, Regulation S, in Canada to “accredited investors” within the meaning of National Instrument 45106 and other exempt purchasers in each province of Canada, except Quebec, and/or outside Canada and the United States on a basis which does not require the qualification or registration. The securities being offered have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.     The Convertible Debenture features contain the following embedded derivatives:     ● Conversion Option - The Convertible Debentures provide the holder the right to convert all or any portion of the outstanding principal into common shares of the Company at a conversion price of C$3.00 such that 333.33 common shares are issued for each C$1,000 of principal of Convertible Debentures converted.   ● Contingent Put - Upon an Event of Default, the Convertible Debentures settle for cash at the outstanding principal and interest amount (at discretion of the Indenture Trustee or upon request of Holders of 25% or more of principal of the Convertible Debentures).   ● Contingent Put - Upon a Change in Control, the Convertible Debentures settle for cash at the outstanding amount and principal and interest * 105% (where Holder accepts a Change of Control Offer).   The conversion option, the contingent put feature upon an Event of Default, and the contingent put feature upon a Change in Control should be bifurcated and recognized collectively as a compound embedded derivative at fair value at inception and at each quarterly reporting period.   A five percent penalty assessed for failure to timely file a registration statement to register the stock underlying the CD special warrants.   The Company valued the warrants granted using the Black-Scholes pricing model and determined that the value at grant date was approximately $424,000 USD (this includes the warrants issued as part of the penalty for failure to timely file the required registration statement under the indenture agreement). The significant assumptions used in the valuation were as follows:   Schedule of Assumptions Used Valuations of Warrants  Fair value of underlying common shares   $ 1.78 to $2.10   Exercise price (converted to USD)   $ 2.93   Dividend yield     -   Historical volatility     85 % Risk free interest rate     1.4% to 1.9 %   The warrants are not indexed to the Company’s own stock under ASC 815, Derivatives and Hedging. As such, the warrants do not meet the scope exception in ASC 815-10-15-74(a) to derivative accounting and therefore were accounted for as a liability in accordance with the guidance in ASC 815. The warrant liability was recorded at the date of grant at fair value with subsequent changes in fair value recognized in earnings each reporting period.   In April 2020, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$1.50 per Common Share and the convertible debentures of the Company issued in connection with the financing will be repriced to C$1.15 per common share. Additionally, the Debenture holders have approved the following amendments to the terms of the convertible debentures: (i) an extension to the maturity date of the convertible debentures to three years from the date of issuance; and (ii) an amendment to permit the Company to force the conversion of the principal amount of the then outstanding convertible debentures and any accrued and unpaid interest thereof at the new conversion price on not less than June days’ prior written notice if the closing trading price of the shares of common stock of the Company’s common shares exceeds C$1.90 for a period of 10 consecutive trading days on the CSE. The Warrant holders have also approved the inclusion of an early acceleration feature in accordance with the policies of the Canadian Securities Exchange, permitting the Company to accelerate the expiry date of the warrants should the closing trading price of the Common Shares exceed C$1.87 for a period of 10 consecutive trading days on the CSE.     In June 2022, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which initially closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$0.20 per Common Share and the convertible debentures of the Company issued in connection with the financing will be repriced to C$0.10 per common share. Additionally, the Debenture holders have approved the following amendments to the terms of the convertible debentures: (i) an extension to the maturity date of the convertible debentures to three years ; and (ii) an amendment to permit the Company to force the conversion of the principal amount of the then outstanding convertible debentures and any accrued and unpaid interest thereof at the new conversion price on not less than 30 days’ prior written notice if the closing trading price of the shares of common stock of the Company’s common shares exceeds C$0.80 for a period of 10 consecutive trading days on the CSE, (iii) the payment of 5% of the principle amount. Share purchase warrants of the Company were issued in connection this repricing at 167 common share warrants for each $1,000 debenture unit held. A debt discount of $1.2 million was recorded and will be amortized over the remaining life of the convertible debt, and as part of the modification of convertible debt. This transaction was accounted for as extinguishment of debt which resulted in a gain of $803 thousand. As of June 30, 2023, and September 30, 2022, the convertible debt related to the above debentures was $2.0 million and $1.5 million, net of a debt discount of $600 thousand and $1.1 million, respectively.   The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the nine months ended June 30, 2023, in USD, (in thousands): Schedule of Warrant Liability and Embedded Derivative Liability      Warrant Liability     Derivative Liability   Balance as of September 30, 2022   $ -     $ 370   Change in fair value     -       (339 ) Balance as of June 30, 2023   $ -     $ 31

v3.23.2

Fair Value Measurements	9 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	13. Fair Value Measurements   In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:   Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date   Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable   Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company   The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis                                Fair value measured at June 30, 2023             Quoted prices     Significant other     Significant             in active markets     observable inputs     unobservable inputs       Fair value     (Level 1)     (Level 2)     (Level 3)   Warrant liability   $ 71     $ -     $ -     $ 71   Embedded derivative liability     31       -       -       31   Total fair value   $ 102     $ -     $ -     $ 102     There were no transfers between Level 1, 2 or 3 during the nine months ended June 30, 2023.     The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended June 30, 2023. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value            Embedded             Warrant Liability     Derivative Liability     Total   Balance – September 30, 2022   $ 55     $ 370     $ 425   Warrants granted for services     -       -       -   Change in fair value     44       (215 )     (171 ) Balance – December 31, 2022     99       155       254   Change in fair value     (56 )     6       (50 ) Balance – March 31, 2023   $ 43     $ 161     $ 204   Change in fair value     28       (130 )     (102 ) Balance – June 30, 2023   $ 71     $ 31     $ 102     A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2023, and September 2022 is as follows: Summary of Weighted Average Significant Unobservable Inputs      Embedded Derivative Liability       As of     As of       June 30, 2023     September 30, 2022   Strike price   $ 0.01     $ 0.10   Contractual term (years)     2.1       2.8   Volatility (annual)     164 %     141 % Risk-free rate     4.50 %     4.00 % Dividend yield (per share)     0.00 %     0.00 % Credit spread     14% to 16 %     14% to 16 %   The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5% for a 4% change in volatility and will vary by less than 1% for each 1% change in credit spread.

v3.23.2

Shareholders’ Equity	9 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Shareholders’ Equity	14. Shareholders’ Equity   In 2016, the Company adopted a plan to allow the Company to compensate prospective and current employees, directors, and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15% of the total shares then outstanding. No limitations exist on any other instruments issuable under the plan. In the event of a change in control of the Company, all unvested instruments issued under the plan become immediately vested.   Pursuant to the shareholders meeting on June 25, 2021, the Company has amended its certificate of incorporation to increase the number of authorized Company Common Shares from 300,000,000 to 750,000,000.   Preferred shares   The Company had two series of preferred shares designated with no preferred shares issued and outstanding as of June 30, 2023, and September 30, 2022.     Common shares   During the quarter ended December 31, 2021, the Company issued 3,223,611 shares of its common stock related to a stock purchase agreement for cash of $285,000.   During the quarter ended December 31, 2021, the Company issued 130,000 shares of its common stock related to various consulting agreements for a fair value of approximately $30,000 or $0.23 per share.   During the quarter ended December 31, 2021, the Company issued 1,000,000 shares of its common stock valued at $220,000 as stock-based compensation.   During the quarter ended December 31, 2021, the Company cancelled 11,506,700 shares of the company’s common stock as part of the Share Exchange Agreement, more fully described in Note 3.   During the quarter ended December 31, 2021, the Company converted $67,000 of its accrued interest related to convertible debt in exchange for 555,953 shares of the company’s common stock.   During the quarter ended December 31, 2022, the Company issued 350,000 shares of its common stock related to various consulting agreements for a fair value of approximately $9,000.   During the quarter ended December 31, 2022, the Company issued 1,137,500 shares of its common stock valued at $23,000 as stock-based compensation.   During the quarter ended December 31, 2022, the Company converted $124,000 of its convertible debt in exchange for 7,352,941 shares of the company’s common stock.   During the quarter ended March 31, 2022, the Company issued 1,000,000 shares of its common stock valued at $0.068 as stock-based compensation.   During the quarter ended March 31, 2023, the Company converted $125,000 of its convertible debt in exchange for 5,434,782 shares of the company’s common stock.   During the quarter ended March 31, 2023, the Company issued 6,895,334 shares of the company’s common stock in payment of $144,573 of interest and rent expense.   During the quarter ended June 30, 2022, the Company issued 20,000,000 shares of its common stock valued at $0.01 as stock-based compensation in connection with employment and board agreements.   During the quarter ended June 30, 2022, the Company issued 3,000,000 shares of its common stock valued at $0.01 as stock-based compensation in connection with advisory and finder’s agreements.

v3.23.2

Stock Based Compensation	9 Months Ended
	Jun. 30, 2023
Compensation Related Costs [Abstract]
Stock Based Compensation	15. Stock Based Compensation   Stock Options   The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin for “plain vanilla” options. The expected term for stock options granted with performance and/or market conditions represents the period estimated by management by which the performance conditions will be met. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns.   The fair value of options granted are estimated using weighted-average assumptions. There were no options granted during the nine months ended June 30, 2023, and 2022.   Options: Schedule of Fair Value of Options Granted     For the Three Months Ended June 30,       2023     2022   Exercise price     0.05       n/a   Expected term (years)     4.45       n/a   Expected stock price volatility     1.24 %     n/a   Risk-free rate of interest     2.42 %     n/a   Expected dividend rate     0 %     n/a       A summary of option activity under the Company’s stock option plan for the nine months ended June 30, 2023, is presented below: Schedule of Stock Option Activity      Number of Shares     Weighted Average Exercise Price     Total Intrinsic Value     Weighted Average Remaining Contractual Life (in years)   Outstanding as of October 1, 2021     6,697,916     $ 1.07     $ 54       2.09   Granted     1,500,000       0.07       -       4.39   Expired     (2,242,231 )     (0.67 )     -       -   Outstanding as of September 30, 2022     5,955,685     $ 1.07     $ -       2.90   Granted     3,425,000     $ 0.05     $ -       4.94   Outstanding as of March 31, 2023     9,380,685     $ 0.27     $ -       2.88   Expired     (100,000 )   $ 5.56     $ -       -   Outstanding as of June 30, 2023     9,280,685     $ 0.49     $ -       2.19   Options vested and exercisable     9,030,685     $ 0.49     $ -       2.19     Estimated future stock-based compensation expense relating to unvested stock options was nominal as of June 30, 2023, and 2022. Weighted average remaining contractual life of the options is 4.64 years.   Stock-based Compensation Expense   Stock-based compensation expense for the three and nine months ended June 30, 2023, and 2022 was comprised of the following (in thousands):   Schedule of Stock-based Compensation Expenses                   Three months ended June 30,       2023     2022   Stock grants   $ 231     $ -   Stock options     14       94   Warrants     -       -   Total stock-based compensation   $ 245     $ 94                       Nine months ended June 30,       2023     2022   Stock grants   $ 263     $ 288   Stock options     119       405   Warrants     -       158   Total stock-based compensation   $ 382     $ 851

v3.23.2

Commitments and contingencies	9 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	16. Commitments and contingencies   As noted earlier in Note 1, the Company, engages in a business that constitutes an illegal act under the laws of the United States Federal Government. This raises several possible issues which may impact the Company’s overall operations, not the least of which are related to traditional banking and other key operational risks. Since cannabis remains illegal on the federal level, and most traditional banks are federally insured, those financial institutions will not service cannabis businesses. In states where medical or recreational marijuana is legal, dispensary owners, manufacturers, and anybody who “touches the plant,” continue to face a host of operational hurdles. While local, state-chartered banks and credit unions now accept cannabis commerce, there remains a reluctance by traditional banks to do business with them. Aside from a huge inconvenience and the need to find creative ways to manage financial flow, payroll logistics, and payment of taxes, his also poses tremendous risks to controls as a result of operating a lucrative business in cash. This lack of access to traditional banking may inhibit industry growth. For the period ended June 30, 2023, the Company’s has accounts with a Florida bank and several credit unions located in Washington and California.   Despite the uncertainties surrounding the Federal government’s position on legalized marijuana, the Company does not believe these risks will have a substantive impact on its planned operations in the near term.   In July 2016, the Company entered into a 10-year lease for a commercial building from an unrelated third party in Springfield, Oregon. The lease requires the Company to pay a starting base rental fee of $7,033 plus an additional estimated $315 per month in real estate taxes in which the base rental fee escalates each year by approximately 2%. All taxes (including reconciling real estate taxes), maintenance and utilities are included at the end of each year as a one-time payment. In addition, the Company also remitted $14,000 for a security deposit to the landlord. No amounts have been recorded for deferred rent in these financial statements as the amount was deemed immaterial by the Company. The Company has subleased this space pursuant to a 10-year lease. On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017, and continues through November 31, 2026, at a starting rate of $3,525 a month that escalates after the first year. The Company subleases this property to a related party (see disclosures below under “Springfield Suites”). As of June 30, 2023, Company eliminates this rental income in consolidation.     In September 2019, the Company entered into a 4-year lease for the occupancy of the Company’s new corporate office located in Boca Raton, Florida. The lease requires the Company to pay a starting base rental fee of $4,285 per month with yearly increases thereafter. As of November 23, 2020, the Company added an additional 2,000 rentable square feet to its current lease under the same terms and conditions.   In January 2019, the Company entered into a 5-year lease for the occupancy of real estate and a building located in Hillsboro, Oregon. The lease requires the Company to pay a starting base rental fee of $9,696 per month with yearly increases thereafter.   Pursuant to the execution of a sale lease back agreement with the Company’s Wallis property, a/k/a Never Again, the Company in May 2021, entered into a 15-year lease for the Wallis commercial building from an unrelated third party located in New York, NY. The lease requires the Company to pay a starting base rental fee of $31,500 plus an additional estimated triple net charges per month including real estate taxes in which the base rental fee escalates each year by approximately 2.5%. All taxes (including reconciling real estate taxes), maintenance and utilities are included and paid monthly and reserved until payments are due. In addition, the Company also remitted $60,000 for a security deposit to the landlord.   The Company executed an Agency Agreement and in consideration of the services rendered by the Agent and in connection with the Offering, the Company has agreed to pay the Agent, on the Closing Date a commission equal to 7% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option, if any) payable in cash (the “Agent’s Commission”), subject to a reduced fee equal to 1% for Units ‎sold to certain purchasers designated by the Company on a president’s list (the “President’s ‎List”). In addition the Agent will receive ‎a number of share purchase warrants (the “Broker Warrants”) to purchase up to that number of shares of common stock of the Company (each, a “Broker Share”) that is equal to 7% of the aggregate number of Units issued under the Offering ‎(including any Additional Units (as hereinafter defined) issued upon exercise of the Over-Allotment Option, if any), subject to a ‎reduced number of Broker Warrants equal to 3.5% of the Units sold to purchasers on the President’s List‎, at an exercise price of $0.55 CAD per Broker Share, exercisable for a period of 24 months following the Closing Date. Pursuant to the Agency Agreement, the Company also agreed to pay to the Agent a corporate finance fee of $100,000 CAD (the “Corporate Finance Fee”), such Corporate Finance Fee to be payable as to $50,000 CAD in cash and as to $50,000 CAD by the issuance of 90,909 shares of common stock of the Company (the “Corporate Finance Fee Shares”) at the Offering Price. After deducting the Agent’s Commission ‎(assuming no President’s List purchasers)‎, the estimated expenses of the Offering of $350,000 CAD and the cash portion of the Corporate Finance Fee, which will be paid out of the general funds of the Company‎. The Company has also granted to the Agent an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at the Agent’s sole discretion, to purchase up to an additional 15% of the number of Units sold pursuant to the Offering, being up to an additional 2,590,909 Units in the case of the Maximum Offering (the “Additional Units”), each Additional Unit to be comprised of one Unit Share and one Warrant, at the Offering Price to cover the Agent’s over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable, in whole or in part, at any time or times until the date that is 30 days immediately following the Closing Date. A purchaser who acquires Additional Units forming part of the Agent’s over-allocation position acquires such Additional Units under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total Price to the Public, Agent’s Commission and Net Proceeds to the Company (before deducting expenses of the Offering and assuming no President’s List purchasers) will be $9,200,000 CAD, $644,000 CAD and $8,556,000 CAD, respectively, in the case of the Minimum Offering and, ‎$10,925,000 CAD, $764,750 CAD and $10,160,250 CAD, respectively, in the case of the Maximum Offering. Pursuant to the terms of the Agency Agreement, all subscription funds received from subscribers will be retained in trust by the Agent until the Minimum Offering is obtained. Once the Minimum Offering has been obtained, the sale of the Units shall be completed in accordance with the Agency Agreement. To date, all funds have been subscribed and will be held in escrow for final approval. Additionally, the Company entered into an offering led by Canaccord Genuity Corp. (the “Agent”) on a ‘commercially reasonable efforts’ basis and consisted of the sale of 16,926,019 Units (including 1,471,291 Units pursuant to the partial exercise of the over-allotment option by the Agent) at a price of C$0.55 per Unit for aggregate gross proceeds of C$10,309,210 (including C$809,210.05 pursuant to the partial exercise of the over-allotment option by the Agent). Each Unit is comprised of one share in the common stock of the Company (each a “Unit Share”) and one share purchase warrant of the Company (each, a “Warrant”). Each Warrant is exercisable to acquire one share in the common stock of the Company (each, a “Warrant Share”) until April 23, 2023, at a price per Warrant Share of C$0.68, subject to adjustment in certain events. The net proceeds raised under the Offering will be used for working capital and in furtherance of some or all of the business objectives described in the final short form prospectus of the Company dated April 19, 2021 (the “Final Prospectus”). The Company has given notice to list the Unit Shares and the Warrant Shares on the Canadian Securities Exchange (the “Exchange”). Listing will be subject to the Company fulfilling all of the requirements of the Exchange. Concurrent with the Offering, the Company also conducted a non-brokered offering in the United States of 972,092 units of the Company at a price of US$0.43 per unit for aggregate gross proceeds of approximately US$420,000 under the terms of a registration statement on Form S-1, as amended, filed with the United States Securities and Exchange Commission under the U.S. Securities Act on January 5, 2021.     Legal Proceedings   Chris Hass, et al. vs Brian Hayek, et al.   Plaintiffs filed their initial complaint in the instant action on May 22, 2020. Plaintiffs filed the operative first amended complaint on August 18, 2020. On March 28, 2022, Plaintiffs obtained a stipulated judgment in this action in the amount of $349,876.69 against Defendants Driven Deliveries, Brian Hayek (“Hayek”), and Christian Schenk (“Schenk”) (collectively, “Defendants”). (3/28/22 Judgment.) Plaintiffs declare that during the litigation of the instant action, Baumgartner negotiated the essential terms of a settlement with Driven Deliveries’ President, Salvador Villanueva(“Villanueva”), and Villanueva represented to Baumgartner that he was in charge of the litigation and a deal could be worked out between the two of them to resolve the case. Plaintiffs declare the basic terms of a settlement were reached between Villanueva and Baumgartner, and Plaintiffs signed a settlement agreement (“Settlement Agreement”) on November 24, 2020. Defendants, including Hayek, signed the Agreement on November 30, 2020. Plaintiffs declare they signed the Settlement Agreement because they knew Driven Deliveries was merging with Stem. Plaintiffs declare that for this reason, they made sure to state in the Settlement Agreement that in the event of a merger between Driven Deliveries and Stem, Stem would be bound by the Settlement Agreement and would be named on the Judgment. Plaintiffs also declare that when they signed the Settlement Agreement, they relied on the fact Hayek, Stem’s new Agreement to bind his new company. Plaintiffs declare Defendants made payments on the Settlement Agreement until November 2021, when payments stopped. Plaintiffs declare the settlement checks were mostly written by Villanueva. Plaintiffs declare that shortly after they signed the Settlement Agreement, Driven Deliveries officially completed its merger with Stem, and all of Plaintiffs’ shares in Driven Deliveries were converted to shares of Stem. In January 2022, Villanueva listed himself as President, Secretary, and Treasurer of Driven Deliveries. Plaintiffs filed the instant motion on September 8, 2022. On October 3, 2022, Defendant Driven Deliveries filed its notice of bankruptcy proceedings, and the Court ordered a stay as to Driven Deliveries. On October 20, 2022, nonparty Stem filed its opposition. On October 26, 2022, Plaintiffs filed their reply. At the November 2, 2022, hearing on the instant motion, the Court requested Plaintiffs and Stem submit supplemental briefs on which state law to apply regarding successor liability.   Under California law, Stem, as Driven Deliveries’ prior parent company was legally required to assume Driven Deliveries’ debt to Plaintiffs. If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporations into the parent corporation or the merger into the subsidiary corporation of the parent corporation and any other subsidiary corporation or corporations, may be effected by a resolution or plan of merger adopted and approved by the board of the parent corporation and the filing of a certificate of ownership as provided in subdivision . The resolution or plan of merger shall provide for the merger and shall provide that the surviving corporation assumes all the liabilities of each disappearing corporation and shall include any other provisions required by this section. Stem stated in a Form S-4 Statement filed with the SEC on [date], “Driven is surviving the merger as a wholly owned subsidiary of Stem (the ‘Merger’). Stem, together with Driven following the Merger, is referred to herein as the combined company. Following the completion of the Merger, Stem will also assume Driven’s outstanding net indebtedness.” Plaintiffs argue that while the merger with Stem was pending, Driven and Stem’s COO, Brian Hayek agreed to be bound by California law in executing the Settlement Agreement. Accordingly, applying California law, Stem assumed Driven’s liability to Plaintiffs. Accordingly, the Court in California granted the Plaintiffs’ motion to amend the judgment to add nonparty Stem Holdings Inc. as an additional defendant. At this time, it is unclear whether Stem will be required to pay Plaintiff any amount on account of this matter.   Additionally, the Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business.

v3.23.2

Subsequent events	9 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent events	17. Subsequent events   On July 10, 2023, the Company executed as Stock Purchase Agreement in which the Company sold its ownership interest in 7LV USA Corporation. The purchase price for the entity and for all its stock was $2.5 million which included the cannabis retail license. At closing, the Company received $1.0 million dollars in exchange for 49% of the shares and the remaining 51% of the shares will be tendered upon receipt of the balance of $1.5 million consisting of 15 $100,000 monthly payments.

v3.23.2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.   The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.   Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on January 13, 2023, for the year ended September 30, 2022.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Reclassifications	Reclassifications   Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.
Principles of Consolidation	Principles of Consolidation   The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations.   The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of June 30, 2023, and September 30, 2022, the Company had no cash equivalents or short-term investments. In accordance with certain secured debentures received this quarter in the amount of $545,000, the Company set up and deposited this amount into a IOLTA trust account held in escrow to securitize these instruments (see Note 12). The Company has not experienced any losses on deposits of cash and cash equivalents to date.
Accounts Receivable	Accounts Receivable   Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of June 30, 2023, and September 30, 2022, the reserve for doubtful accounts was $79 for both periods.
Inventory	Inventory   Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest.   Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes.   Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items.
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets   Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments.
Property and Equipment	Property and Equipment   Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.   Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”.   Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows:   Schedule of Estimated Useful Life of Assets Buildings 20 years Leasehold improvements Shorter of term of lease or economic life of improvement* Furniture and equipment 5 years Signage 5 years Software and related 5 years     * Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets   The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties.   The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives.
Equity Method Investments	Equity Method Investments   Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0% of the investee’s outstanding voting stock, under the equity method of accounting. These investments are recorded at the amount of the Company’s investment and adjusted each period for the Company’s share of the investee’s income or loss, and dividends paid.   During the nine months ended June 30, 2023, the Company recorded $0 of investee losses.
Asset Acquisitions	Asset Acquisitions   The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions.
Goodwill and Intangible Assets	Goodwill and Intangible Assets   Goodwill. Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill. No goodwill impairment expense was incurred for the nine months ended June 30, 2023, and 2022, respectively.   Intangible Assets. Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows. Intangible assets are reviewed for impairment on an interim basis when certain events or circumstances exist. For amortizable intangible assets, impairment exists when the carrying amount of the intangible asset exceeds its fair value. At least annually, the remaining useful life is evaluated. During the nine months ended June 30, 2023, the Company entered into an asset purchase agreement which included the sale of intangible assets of approximately $222,000. Intangible assets of $471,000 and 0 were impaired for the nine months ended June 30, 2023, and 2022, respectively.   An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted.
Business Combinations	Business Combinations   The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.
Contingent Consideration	Contingent Consideration   The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which 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. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met.
Warrant Liability	Warrant Liability   The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model.
Embedded Conversion Features	Embedded Conversion Features   The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt.
Income Taxes	Income Taxes   The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of June 30, 2023, and September 30, 2022, such net operating losses were offset entirely by a valuation allowance.     The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.   In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0%, created a territorial tax system (with a one-time mandatory transition tax on previously deferred foreign earnings), broadened the tax base and allowed for the immediate capital expensing of certain qualified property.
Revenue Recognition	Revenue Recognition   The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.   Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales.   The following policies reflect specific criteria for the various revenue streams of the Company:   Cannabis Dispensary, Cultivation and Production   Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers.   The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws.     Delivery   1) Identify the contract with a customer   The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery.   2) Identify the performance obligations in the contract   The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products.   3) Determine the transaction price   The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs.   4) Allocate the transaction price to performance obligations in the contract   For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer.   5) Recognize revenue when or as the Company satisfies a performance obligation   For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product.
Lease Costs	Leases   On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets.   Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on June 30, 2023, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment.   Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were approximately $323,000 and $1,010,000, respectively for the three and nine months ended June 30, 2023, and approximately $331,000 and $763,000, respectively for the three and nine months ended June 30, 2022. The Company has nine operating leases consisting with remaining lease terms ranging from 7 months to 167 months.   Lease Costs   Schedule of Lease Costs     Nine Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022   Components of total lease costs:                 Operating lease expense   $ 1,010     $ 763   Total lease costs   $ 1,010     $ 763       Lease positions as of June 30, 2023   ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of Right-of-Use Assets and Liabilities       June 30, 2023   Assets         Right of use asset   $ 7,819   Total assets   $ 7,819             Liabilities         Operating lease liabilities – short term   $ 442   Operating lease liabilities – long term     7,626   Total lease liability   $ 8,068     Lease Terms and Discount Rate  Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease     11.80   Weighted average discount rate – operating lease     10.74 %   Cash Flows  Schedule of Cash Flow Related to Lease     Nine Months Ended       June 30, 2023   Cash paid for amounts included in the measurement of lease liabilities:         ROU amortization   $ 1,010   Cash paydowns of operating liability   $ (1,010 )   The future minimum lease payments under the leases are as follows:  Schedule of Future Minimum Lease Payments           2023   $ 331   2024     1,272   2025     1,252   2026     1,271   2027     1,080   Thereafter     9,828   Total future minimum lease payments     15,034   Less: Lease imputed interest     (6,966 ) Total   $ 8,068
Disaggregation of Revenue	Disaggregation of Revenue   In the nine months ended June 30, 2023, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606.   The following table illustrates our revenue by type related to the three months ended June 30, 2023, and 2022 respectively:  Schedule of Disaggregation of Revenue Three Months Ended June 30,   2023     2022   Revenue                 Wholesale   $ 841     $ 1,126   Retail     3,774       3,630   Rental     -       -   Other     13       66   Total revenue     4,628       4,822   Discounts and returns     (798 )     (651 ) Net Revenue   $ 3,830     $ 4,171     The following table illustrates our revenue by type related to the nine months ended June 30, 2023, and 2022 respectively:   Nine Months Ended June 30,   2023     2022   Revenue                 Wholesale   $ 2,639     $ 3,256   Retail     11,431       11,217   Other     47       106   Total revenue     14,117       14,579   Discounts and returns     (2,334 )     (2,062 ) Net Revenue   $ 11,783     $ 12,517
Geographical Concentrations	Geographical Concentrations   As of June 30, 2023, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 18, as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act.
Cost of Goods Sold	Cost of Goods Sold   Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   As defined in the authoritative guidance, fair value is 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.   To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.   The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows:   Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.     Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.   Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.   In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Stock-based Compensation	Stock-based Compensation   The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period.   The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.   Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.   Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.   Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.   Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.   Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures.
Earnings (Loss) per Share	Earnings (Loss) per Share   ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.     Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of June 30, 2023, and September 30, 2022, are as follows:  Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments:   June 30, 2023     September 30, 2022   Convertible notes     124,237,230       34,736,220   Options to purchase common stock     9,030,685       5,518,185   Unvested restricted stock awards     -       -   Warrants to purchase common stock     20,818,536       65,783,059   Anti-dilutive Securities     154,086,451       106,037,464     The company has determined that the amount of interest expense and gains and losses for the derivative liabilities associated with the Company’s convertible notes is immaterial and inclusion would be anti-dilutive and has therefore not included an Earnings Per Share table recording the diluted earnings.
Advertising Costs	Advertising Costs   The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was approximately $25,000 and $47,000 three months ended June 30, 2023, and 2022, respectively. Advertising expense was approximately $95,000 thousand and $217,000 for nine months ended June 30, 2023, and 2022, respectively.
Related parties	Related parties   Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with 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.
Segment reporting	Segment reporting   Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one segment.
Recent Accounting Guidance	Recent Accounting Guidance   In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements.   In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.   In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for smaller reporting companies for annual reporting periods beginning after December 15, 2022, and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.

v3.23.2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Estimated Useful Life of Assets	Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows:   Schedule of Estimated Useful Life of Assets Buildings 20 years Leasehold improvements Shorter of term of lease or economic life of improvement* Furniture and equipment 5 years Signage 5 years Software and related 5 years     * Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life.
Schedule of Lease Costs	Lease Costs   Schedule of Lease Costs     Nine Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022   Components of total lease costs:                 Operating lease expense   $ 1,010     $ 763   Total lease costs   $ 1,010     $ 763
Schedule of Right-of-Use Assets and Liabilities	ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of Right-of-Use Assets and Liabilities       June 30, 2023   Assets         Right of use asset   $ 7,819   Total assets   $ 7,819             Liabilities         Operating lease liabilities – short term   $ 442   Operating lease liabilities – long term     7,626   Total lease liability   $ 8,068
Schedule of Lease Terms and Discount Rate	Lease Terms and Discount Rate  Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease     11.80   Weighted average discount rate – operating lease     10.74 %
Schedule of Cash Flow Related to Lease	Cash Flows  Schedule of Cash Flow Related to Lease     Nine Months Ended       June 30, 2023   Cash paid for amounts included in the measurement of lease liabilities:         ROU amortization   $ 1,010   Cash paydowns of operating liability   $ (1,010 )
Schedule of Future Minimum Lease Payments	The future minimum lease payments under the leases are as follows:  Schedule of Future Minimum Lease Payments           2023   $ 331   2024     1,272   2025     1,252   2026     1,271   2027     1,080   Thereafter     9,828   Total future minimum lease payments     15,034   Less: Lease imputed interest     (6,966 ) Total   $ 8,068
Schedule of Disaggregation of Revenue	The following table illustrates our revenue by type related to the three months ended June 30, 2023, and 2022 respectively:  Schedule of Disaggregation of Revenue Three Months Ended June 30,   2023     2022   Revenue                 Wholesale   $ 841     $ 1,126   Retail     3,774       3,630   Rental     -       -   Other     13       66   Total revenue     4,628       4,822   Discounts and returns     (798 )     (651 ) Net Revenue   $ 3,830     $ 4,171     The following table illustrates our revenue by type related to the nine months ended June 30, 2023, and 2022 respectively:   Nine Months Ended June 30,   2023     2022   Revenue                 Wholesale   $ 2,639     $ 3,256   Retail     11,431       11,217   Other     47       106   Total revenue     14,117       14,579   Discounts and returns     (2,334 )     (2,062 ) Net Revenue   $ 11,783     $ 12,517
Schedule of Computation of Diluted Loss	Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments:   June 30, 2023     September 30, 2022   Convertible notes     124,237,230       34,736,220   Options to purchase common stock     9,030,685       5,518,185   Unvested restricted stock awards     -       -   Warrants to purchase common stock     20,818,536       65,783,059   Anti-dilutive Securities     154,086,451       106,037,464

v3.23.2

Property, Plant & Equipment (Tables)	9 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property and equipment consist of the following (in thousands):  Schedule of Property, Plant and Equipment     June 30, 2023     September 30, 2022                 Land   $ -     $ 1,151   Automobiles     -       93   Signage     -       19   Furniture and equipment     1,541       2,590   Leasehold improvements     3,342       3,532   Buildings and property improvements     5,062       7,460   Computer software     57       59   Property and equipment, gross     10,002       14,904   Accumulated depreciation     (4,553 )     (5,815 ) Property and equipment, net   $ 5,449     $ 9,089

v3.23.2

Inventory (Tables)	9 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following (in thousands):  Schedule of Inventory     June 30, 2023     September 30, 2022                 Raw materials   $ 198     $ 569   Work-in-progress     151       450   Finished goods     954       1,656   Total Inventory   $ 1,303     $ 2,675

v3.23.2

Prepaid expenses and other current assets (Tables)	9 Months Ended
	Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid and other current assets comprised of the following:  Schedule of Prepaid Expenses and Other Current Assets     June 30, 2023     September 30, 2022                 Prepaid expenses   $ 213     $ 538   ERTC credits     201       201   Deposits and other current assets     182       190                     Total prepaid expenses and other current assets   $ 596     $ 929

v3.23.2

Non-Controlling Interests (Tables)	9 Months Ended
	Jun. 30, 2023
Noncontrolling Interest [Abstract]
Schedule of Non-Controlling Interests in Consolidated Entities	Non-controlling interests in consolidated entities are as follows (in thousands):  Schedule of Non-Controlling Interests in Consolidated Entities     As of September 30, 2022       NCI Equity Share     Net Loss Attributable to NCI     NCI in Consolidated Entities     Non-Controlling Ownership %   NVD RE Corp.   $ 553     $ (37 )   $ 516       36.2 % Western Coast Ventures, Inc.     842     $ (3 )     839       49.0 % YMY Ventures, Inc.     299     $ 30       329       50.0 % Michigan RE 1, Inc.     (54 )   $ (152 )     (206 )     49.0 %     $ 1,640     $ (162 )   $ 1,478                 As of June 30, 2023       NCI Equity Share     Net Loss Attributable to NCI     NCI in Consolidated Entities     Non-Controlling Ownership %   NVD RE Corp.   $ 516     $ (28 )   $ 488       36.2 % Western Coast Ventures, Inc.     839     $ -       839       49.0 % YMY Ventures, Inc.     329     $ 48       377       50.0 % Michigan RE 1, Inc.     (206 )   $ -       (206 )     49.0 %     $ 1,478     $ 20     $ 1,498

v3.23.2

Discontinued Operations, Assets and Liabilities Held for Sale (Tables)	9 Months Ended
	Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations of Assets and Liabilities	The following table presents the assets and liabilities associated with the divestiture of Driven Deliveries, Inc. as of December 15, 2021, the date Driven was divested (in thousands):   Schedule of Discontinued Operations of Assets and Liabilities     December 15, 2021           ASSETS         Current assets         Cash and cash equivalents   $ 47   Inventory     509   Prepaid expenses and other current assets     242   Total current assets     798             Property and equipment, net     4   Right of use asset     327   Intangible assets, net     7,049   Total assets   $ 8,178             LIABILITIES AND SHAREHOLDERS’ EQUITY         Current liabilities         Accounts payable and accrued expenses     7,551   Short term notes and advances     3   Lease liability     218   Total current liabilities     7,772             Lease liability - long term     108   Total liabilities   $ 7,880     The following table presents the operating results related to the divestiture of Driven Deliveries; Inc. (in thousands):       Three Months Ended December 31, 2021           Revenues   $ 3,805   Cost of goods sold     3,772   Gross Profit     33             Operating expenses:         Consulting fees     4   Professional fees     24   General and administration     1,749   Total operating expenses     1,777   Loss from operations     (1,744 )           Other expenses         Interest expense     1   Total other expense     1   Loss from discontinued operations   $ (1,745 )

v3.23.2

Intangible Assets, net (Tables)	9 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets as of September 30, 2022, and June 30, 2023 (in thousands):  Schedule of Intangible Assets     Estimated Useful Life   Cannabis Licenses     Tradename     Customer Relationship     Non-compete     Technology     Accumulated Amortization     Net Carrying Amount   Balance as September 30, 2022       $ 8,365     $ 280     $ 645     $ 220     $ 5     $ (1,501 )   $ 8,014   YMY Ventures   15     -       -       -       -       -       (38 )     (38 ) Yerba Buena   3-15 years     (537 )     -       -       -       -       -       (537 ) Foothill (7LV)   15     -       -       -       -       -       (392 )     (392 ) JV Retail 3   3-15 years     -       -       -       -       -       (12 )     (12 ) JV Retail 4   3-15 years     -       -       -       -       -       (12 )     (12 ) JV Extraction   10-15 years     (222 )     -       -       -       -       -       (222 ) Other   5     -       -       -       -       -       -       -   Balance as June 30, 2023       $ 7,606     $ 280     $       645     $ 220     $ 5     $ (1,955 )   $ 6,801
Schedule of Expected Amortization	The following table is a runoff of expected amortization in the following 5-year period as of June:  Schedule of Expected Amortization           2023   $ 334   2024     675   2025     675   2026     675   2027     675   Thereafter     4,238   Intangible assets, net   $ 7,272

v3.23.2

Accounts payable and accrued expenses (Tables)	9 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following (in thousands):  Schedule of Accounts Payable and Accrued Expenses     June 30, 2023     September 30, 2022   Accounts payable     2,040     $ 1,790   Accrued credit cards     16       14   Accrued interest     177       111   Accrued payroll     138       109   Accrued sales tax liability     90       120   Other     278       166   Total Accounts Payable and Accrued Expenses   $ 2,739     $ 2,310

v3.23.2

Notes Payable and Advances (Tables)	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Short-term Notes and Advances	The following table summarizes the Company’s short-term notes and long-term debt, mortgages as of June 30, 2023, and September 30, 2022:  Schedule of Short-term Notes and Advances     June 30, 2023     September 30, 2022   Equipment financing   $ 17     $ 20   Insurance financing     31       230   Promissory note     175       201   Total notes payable and advances   $ 223     $ 451                     Current portion of long-term debt   $ 400     $ 1,000                     Long-term mortgages, net of current portion     675       1,225   Total debt   $ 1,075     $ 2,225
Schedule of Maturities of Long Term Debt	The following is a table of the 5-year runoff of our long-term debt as of June 30:   Schedule of Maturities of Long Term Debt           2023   $ 400   2024     -   2025     675   2026     -   2027     -   Thereafter     -   Total long-term debt     1,075   Less current portion of long-term debt:     (400 ) Long term debt   $ 675

v3.23.2

Convertible debt (Tables)	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Assumptions Used Valuations of Warrants	Schedule of Assumptions Used Valuations of Warrants  Fair value of underlying common shares   $ 1.78 to $2.10   Exercise price (converted to USD)   $ 2.93   Dividend yield     -   Historical volatility     85 % Risk free interest rate     1.4% to 1.9 %
Schedule of Warrant Liability and Embedded Derivative Liability	The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the nine months ended June 30, 2023, in USD, (in thousands): Schedule of Warrant Liability and Embedded Derivative Liability      Warrant Liability     Derivative Liability   Balance as of September 30, 2022   $ -     $ 370   Change in fair value     -       (339 ) Balance as of June 30, 2023   $ -     $ 31

v3.23.2

Fair Value Measurements (Tables)	9 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis                                Fair value measured at June 30, 2023             Quoted prices     Significant other     Significant             in active markets     observable inputs     unobservable inputs       Fair value     (Level 1)     (Level 2)     (Level 3)   Warrant liability   $ 71     $ -     $ -     $ 71   Embedded derivative liability     31       -       -       31   Total fair value   $ 102     $ -     $ -     $ 102
Schedule of Level 3 Liabilities Measured at Fair Value	The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended June 30, 2023. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value            Embedded             Warrant Liability     Derivative Liability     Total   Balance – September 30, 2022   $ 55     $ 370     $ 425   Warrants granted for services     -       -       -   Change in fair value     44       (215 )     (171 ) Balance – December 31, 2022     99       155       254   Change in fair value     (56 )     6       (50 ) Balance – March 31, 2023   $ 43     $ 161     $ 204   Change in fair value     28       (130 )     (102 ) Balance – June 30, 2023   $ 71     $ 31     $ 102
Summary of Weighted Average Significant Unobservable Inputs	A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2023, and September 2022 is as follows: Summary of Weighted Average Significant Unobservable Inputs      Embedded Derivative Liability       As of     As of       June 30, 2023     September 30, 2022   Strike price   $ 0.01     $ 0.10   Contractual term (years)     2.1       2.8   Volatility (annual)     164 %     141 % Risk-free rate     4.50 %     4.00 % Dividend yield (per share)     0.00 %     0.00 % Credit spread     14% to 16 %     14% to 16 %

v3.23.2

Stock Based Compensation (Tables)	9 Months Ended
	Jun. 30, 2023
Compensation Related Costs [Abstract]
Schedule of Fair Value of Options Granted	The fair value of options granted are estimated using weighted-average assumptions. There were no options granted during the nine months ended June 30, 2023, and 2022.   Options: Schedule of Fair Value of Options Granted     For the Three Months Ended June 30,       2023     2022   Exercise price     0.05       n/a   Expected term (years)     4.45       n/a   Expected stock price volatility     1.24 %     n/a   Risk-free rate of interest     2.42 %     n/a   Expected dividend rate     0 %     n/a
Schedule of Stock Option Activity	A summary of option activity under the Company’s stock option plan for the nine months ended June 30, 2023, is presented below: Schedule of Stock Option Activity      Number of Shares     Weighted Average Exercise Price     Total Intrinsic Value     Weighted Average Remaining Contractual Life (in years)   Outstanding as of October 1, 2021     6,697,916     $ 1.07     $ 54       2.09   Granted     1,500,000       0.07       -       4.39   Expired     (2,242,231 )     (0.67 )     -       -   Outstanding as of September 30, 2022     5,955,685     $ 1.07     $ -       2.90   Granted     3,425,000     $ 0.05     $ -       4.94   Outstanding as of March 31, 2023     9,380,685     $ 0.27     $ -       2.88   Expired     (100,000 )   $ 5.56     $ -       -   Outstanding as of June 30, 2023     9,280,685     $ 0.49     $ -       2.19   Options vested and exercisable     9,030,685     $ 0.49     $ -       2.19
Schedule of Stock-based Compensation Expenses	Stock-based compensation expense for the three and nine months ended June 30, 2023, and 2022 was comprised of the following (in thousands):   Schedule of Stock-based Compensation Expenses                   Three months ended June 30,       2023     2022   Stock grants   $ 231     $ -   Stock options     14       94   Warrants     -       -   Total stock-based compensation   $ 245     $ 94                       Nine months ended June 30,       2023     2022   Stock grants   $ 263     $ 288   Stock options     119       405   Warrants     -       158   Total stock-based compensation   $ 382     $ 851

v3.23.2

Incorporation and Operations and Going Concern (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022		Jun. 30, 2021	Jun. 25, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, shares authorized	750,000,000	750,000,000		300,000,000	300,000,000
Cash equivalents, at carrying value	$ 1,700
Working capital	2,100
Accumulated deficit	$ 140,527	$ 133,118	[1]
[1] Derived from audited information

v3.23.2

Schedule of Estimated Useful Life of Assets (Details)	9 Months Ended
	Jun. 30, 2023
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	20 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life, description	Shorter of term of lease or economic life of improvement	[1]
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years
Signage [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years
Software and Related [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years
[1] Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life.

v3.23.2

Schedule of Lease Costs (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Accounting Policies [Abstract]
Operating lease expense	$ 1,010	$ 763
Total lease costs	$ 1,010	$ 763

v3.23.2

Schedule of Right-of-Use Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022	[1]
Accounting Policies [Abstract]
Right of use asset	$ 7,819	$ 6,874
Total assets	7,819
Operating lease liabilities – short term	442	580
Operating lease liabilities – long term	7,626	$ 6,476
Total lease liability	$ 8,068
[1] Derived from audited information

v3.23.2

Schedule of Lease Terms and Discount Rate (Details)	Jun. 30, 2023
Accounting Policies [Abstract]
Weighted average remaining lease term (in years) - operating lease	11 years 9 months 18 days
Weighted average discount rate - operating lease	10.74%

v3.23.2

Schedule of Cash Flow Related to Lease (Details) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Accounting Policies [Abstract]
ROU amortization	$ 1,010
Cash paydowns of operating liability	$ (1,010)

v3.23.2

Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Accounting Policies [Abstract]
2023	$ 331
2024	1,272
2025	1,252
2026	1,271
2027	1,080
Thereafter	9,828
Total future minimum lease payments	15,034
Less: Lease imputed interest	(6,966)
Total	$ 8,068

v3.23.2

Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenue	$ 4,628	$ 4,822	$ 14,117	$ 14,579
Discounts and returns	(798)	(651)	(2,334)	(2,062)
Net Revenue	3,830	4,171	11,783	12,517
Wholesale [Member]
Total revenue	841	1,126	2,639	3,256
Retails [Member]
Total revenue	3,774	3,630	11,431	11,217
Rental [Member]
Total revenue
Other [Member]
Total revenue	$ 13	$ 66	$ 47	$ 106

v3.23.2

Schedule of Computation of Diluted Loss (Details) - shares	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	154,086,451	106,037,464
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	124,237,230	34,736,220
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	9,030,685	5,518,185
Unvested Restricted Stock Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	20,818,536	65,783,059

v3.23.2

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Dec. 31, 2017	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Secured debt		$ 545,000		$ 545,000
Allowance for doubtful accounts receivable		79		79		$ 79
Investee losses				0
Impairment of goodwill				0	$ 0
Sale of intangible assets				222,000
Impairment of intangible assets				471,000
Income tax rate	21.00%
Operating lease expense				1,010,000	763,000
Advertising expense		$ 25,000	$ 47,000	$ 95,000	217,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Remaining lease terms		7 months		7 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Remaining lease terms		167 months		167 months
Accounting Standards Update 2016-02 [Member]
Property, Plant and Equipment [Line Items]
Operating lease expense		$ 323,000	$ 331,000	$ 1,010,000	$ 763,000
Unconsolidated Affiliates [Member]
Property, Plant and Equipment [Line Items]
Equity method investment, ownership percentage		5.00%		5.00%

v3.23.2

Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 10,002	$ 14,904
Accumulated depreciation	(4,553)	(5,815)
Property and equipment, net	5,449	9,089	[1]
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		1,151
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		93
Signage [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		19
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,541	2,590
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,342	3,532
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,062	7,460
Computer Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 57	$ 59
[1] Derived from audited information

v3.23.2

Property, Plant & Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 256,000	$ 400,000	$ 917,000	$ 1,300,000

v3.23.2

Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 198	$ 569
Work-in-progress	151	450
Finished goods	954	1,656
Total Inventory	$ 1,303	$ 2,675	[1]
[1] Derived from audited information

v3.23.2

Inventory (Details Narrative) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Inventory Disclosure [Abstract]
Inventory reserve	$ 0	$ 0

v3.23.2

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 213	$ 538
ERTC credits	201	201
Deposits and other current assets	182	190
Total prepaid expenses and other current assets	$ 596	$ 929	[1]
[1] Derived from audited information

v3.23.2

Prepaid expenses and other current assets (Details Narrative) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Employee retention tax credit	$ 5,100
Employee retention tax credit receivable	$ 201

v3.23.2

Schedule of Non-Controlling Interests in Consolidated Entities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
NCI Equity Share			$ 1,478		$ 1,640
Net Loss Attributable to NCI	$ 33	$ (68)	20	$ (180)	(162)
NCI in Consolidated Entities	1,498		1,498		1,478	[1]
NVD RE Corp [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
NCI Equity Share			516		553
Net Loss Attributable to NCI			(28)		(37)
NCI in Consolidated Entities	$ 488		$ 488		$ 516
Non-Controlling Ownership, percentage	36.20%		36.20%		36.20%
Western Coast Ventures, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
NCI Equity Share			$ 839		$ 842
Net Loss Attributable to NCI					(3)
NCI in Consolidated Entities	$ 839		$ 839		$ 839
Non-Controlling Ownership, percentage	49.00%		49.00%		49.00%
YMY Ventures, Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
NCI Equity Share			$ 329		$ 299
Net Loss Attributable to NCI			48		30
NCI in Consolidated Entities	$ 377		$ 377		$ 329
Non-Controlling Ownership, percentage	50.00%		50.00%		50.00%
Michigan RE 1, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
NCI Equity Share			$ (206)		$ (54)
Net Loss Attributable to NCI					(152)
NCI in Consolidated Entities	$ (206)		$ (206)		$ (206)
Non-Controlling Ownership, percentage	49.00%		49.00%		49.00%
[1] Derived from audited information

v3.23.2

Schedule of Discontinued Operations of Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Dec. 15, 2021
Discontinued Operations and Disposal Groups [Abstract]
Cash and cash equivalents		$ 47
Inventory		509
Prepaid expenses and other current assets		242
Total current assets		798
Property and equipment, net		4
Right of use asset		327
Intangible assets, net		7,049
Total assets		8,178
Accounts payable and accrued expenses		7,551
Short term notes and advances		3
Lease liability		218
Total current liabilities		7,772
Lease liability - long term		108
Total liabilities		$ 7,880
Revenues	$ 3,805
Cost of goods sold	3,772
Gross Profit	33
Operating expenses:
Consulting fees	4
Professional fees	24
General and administration	1,749
Total operating expenses	1,777
Loss from operations	(1,744)
Other expenses
Interest expense	1
Total other expense	1
Loss from discontinued operations	$ (1,745)

v3.23.2

Discontinued Operations, Assets and Liabilities Held for Sale (Details Narrative) - Discontinued Operations [Member] - Driven Deliveries Inc [Member] $ in Thousands, shares in Millions	Dec. 15, 2021 USD ($) shares
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock repurchased during period, shares | shares	11.5
Liabilities assumed	$ 7,900
Accounts payable	$ 210

v3.23.2

Assets Sale (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended
	May 15, 2023	Mar. 15, 2023	Jan. 04, 2023	Jan. 03, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Sep. 30, 2022	[1]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note receivable payable					$ (1,110,000)	$ 540,000	$ (7,409,000)	$ (6,997,000)
Purchase price					$ 25,684,000		$ 25,684,000			$ 30,981,000
Limited Liability Company or Limited Partnership, Business Activities and Description	The first 35 installments will be $5,278 and the last payment will be $5,278.
Oregon Real Estate Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Land purchase price				$ 275,000
Note receivable payable				56,055
Note receivable payable			$ 200,000
Note receivable payable		$ 18,000		$ 1,000,000
Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price		200,000							$ 200,000
Licenses		222,427
Amortization		9,270
Closing and the balance of $190,000 payable in thirty-six monthly installments		10,000
Balance assets		$ 190,000
[1] Derived from audited information

v3.23.2

Schedule of Intangible Assets (Details) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Accumulated Amortization Balance, beginning	$ (1,501)
Finite-Lived Intangible Assets Net Balance, beginning	8,014	[1]
Finite-Lived Intangible Assets, Accumulated Amortization Balance, ending	(1,955)
Finite-Lived Intangible Assets Net Balance, ending	$ 6,801
YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Finite-Lived Intangible Assets Gross Balance, beginning	$ (38)
Yerba Buena, LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	$ (537)
Yerba Buena, LLC [Member] | Minimum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
Yerba Buena, LLC [Member] | Maximum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Finite-Lived Intangible Assets Gross Balance, beginning	$ (392)
JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	$ (12)
JV Retail 3 [Member] | Minimum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
JV Retail 3 [Member] | Maximum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	$ (12)
JV Retail 4 [Member] | Minimum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
JV Retail 4 [Member] | Maximum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	$ (222)
JV Extraction [Member] | Minimum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	10 years
JV Extraction [Member] | Maximum [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Other [Member]
Indefinite-Lived Intangible Assets [Line Items]
Estimated Useful Life	5 years
Finite-Lived Intangible Assets Gross Balance, beginning
Cannabis Licenses [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	8,365
Finite-Lived Intangible Assets Gross Balance, ending	7,606
Cannabis Licenses [Member] | YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Cannabis Licenses [Member] | Yerba Buena, LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	(537)
Cannabis Licenses [Member] | Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Cannabis Licenses [Member] | JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Cannabis Licenses [Member] | JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Cannabis Licenses [Member] | JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	(222)
Trade Name [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	280
Finite-Lived Intangible Assets Gross Balance, ending	280
Trade Name [Member] | YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Trade Name [Member] | Yerba Buena, LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Trade Name [Member] | Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Trade Name [Member] | JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Trade Name [Member] | JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Trade Name [Member] | JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Trade Name [Member] | Other [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	645
Finite-Lived Intangible Assets Gross Balance, ending	645
Customer Relationship [Member] | YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member] | Yerba Buena, LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member] | Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member] | JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member] | JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member] | JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Customer Relationship [Member] | Other [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	220
Finite-Lived Intangible Assets Gross Balance, ending	220
Non-Compete [Member] | YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member] | Yerba Buena, LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member] | Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member] | JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member] | JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member] | JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Non-Compete [Member] | Other [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Technology [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	5
Finite-Lived Intangible Assets Gross Balance, ending	5
Technology [Member] | YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Technology [Member] | Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Technology [Member] | JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Technology [Member] | JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Technology [Member] | JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Technology [Member] | Other [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Accumulated Amortization [Member] | YMY Ventures LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	(38)
Accumulated Amortization [Member] | Yerba Buena, LLC [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Accumulated Amortization [Member] | Foothill (7LV) [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	(392)
Accumulated Amortization [Member] | JV Retail 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	(12)
Accumulated Amortization [Member] | JV Retail 4 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning	(12)
Accumulated Amortization [Member] | JV Extraction [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
Accumulated Amortization [Member] | Other [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Gross Balance, beginning
[1] Derived from audited information

v3.23.2

Schedule of Expected Amortization (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 334
2024	675
2025	675
2026	675
2027	675
Thereafter	4,238
Intangible assets, net	$ 7,272

v3.23.2

Intangible Assets, net (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 15, 2023	Sep. 30, 2022	[1]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amortization expense	$ 175	$ 220	$ 533	$ 659
Definite-lived intangible assets, impaired			471,000	$ 0
Goodwill	$ 1,522,000		$ 1,522,000			$ 1,522,000
Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of intangible assets					$ 222,427
[1] Derived from audited information

v3.23.2

Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 2,040	$ 1,790
Accrued credit cards	16	14
Accrued interest	177	111
Accrued payroll	138	109
Accrued sales tax liability	90	120
Other	278	166
Total Accounts Payable and Accrued Expenses	$ 2,739	$ 2,310	[1]
[1] Derived from audited information

v3.23.2

Schedule of Short-term Notes and Advances (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Equipment financing	$ 17	$ 20
Insurance financing	31	230
Promissory note	175	201
Total notes payable and advances	223	451
Current portion of long-term debt	400	1,000
Long-term mortgages, net of current portion	675	1,225
Total debt	$ 1,075	$ 2,225

v3.23.2

Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
2023	$ 400
2024
2025	675
2026
2027
Thereafter
Total long-term debt	1,075	$ 2,225
Less current portion of long-term debt:	(400)	(1,000)
Long term debt	$ 675	$ 1,225

v3.23.2

Notes Payable and Advances (Details Narrative) - USD ($)													1 Months Ended												3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	May 31, 2023	Apr. 30, 2023	Nov. 26, 2022	Jul. 31, 2022	Jul. 07, 2022	May 23, 2022	May 23, 2022	Apr. 06, 2022	Apr. 05, 2022	Feb. 24, 2022	Feb. 14, 2022	Nov. 23, 2020	Jan. 31, 2023	May 31, 2021	Jan. 31, 2021	Nov. 30, 2020	Aug. 31, 2020	Jul. 31, 2020	Mar. 31, 2020	Jan. 31, 2020	Sep. 30, 2019	Jan. 31, 2019	Apr. 30, 2018	Jul. 31, 2016	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2023	Sep. 30, 2022	Nov. 30, 2022	Feb. 09, 2022	Jan. 30, 2020
Debt Instrument [Line Items]
Debt discount																											$ 600,000
Base rental fee														$ 31,500							$ 4,285	$ 9,696		$ 7,033			$ 11,667
Proceeds from debt, net of issuance costs																				$ 354,000
Loss on sale of other expenses																				249,000
Base rental fee percentage														2.50%													2.00%
Mulino Property [Member]
Debt Instrument [Line Items]
Debt instrument periodic payment												$ 13,750
Mortgage loan interest rate																15.00%
Base rental fee																												$ 29,167
Proceeds from debt, net of issuance costs																											$ 556,000
Loss on sale of other expenses																											482,000
Base rental fee percentage																												2.00%
Finance lease liability												$ 1,094,989
Proceeds from transaction amount																											1,800,000
Gain (loss) on sale of other investments																											1,400,000
March 2020 [Member]
Debt Instrument [Line Items]
Mortgage loan interest rate																										12.00%
Mortgage face amount																			$ 775,000
Payment term																										two
Opco Retail One [Member]
Debt Instrument [Line Items]
Base rental fee																				7,714
Base rental fee percentage													2.00%
NVD RE Corp [Member]
Debt Instrument [Line Items]
Debt instrument interest rate stated percentge																							37.50%
Debt instrument periodic payment																	$ 4,667										8,437
Long term debt																					$ 300,000
Payments to acquire business gross																							$ 600,000
Payments for tenant																							$ 675,000
Commercial Paper [Member]
Debt Instrument [Line Items]
Long term debt																											175,000
Private Placement [Member]
Debt Instrument [Line Items]
Debt instrument face amount																													$ 250,000
Debt instrument interest rate stated percentge																													10.00%
Common stock warrant exercise price																													$ 0.05
Common shares warrant purchase																													250,000
Extension fee																													$ 5,000
Accredited Investors [Member]
Debt Instrument [Line Items]
Debt conversion, converted instrument amount																									$ 124,000
Debt Conversion, Converted Instrument, Shares Issued																									7,352,941
Long-term debt, gross																									$ 80,016
Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount															$ 27,880
Debt instrument interest rate stated percentge															13.29%
Debt instrument periodic payment															$ 642
Long term debt																											16,557
Notes Payable One [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount																														$ 430,657
Debt instrument interest rate stated percentge																														7.64%
Debt instrument periodic payment											$ 35,795
Debt instrument down payment											$ 86,131
Notes Payable 2 [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount										$ 17,551
Debt instrument interest rate stated percentge										7.37%
Debt instrument periodic payment										$ 1,327
Long term debt																											0
Debt instrument down payment										$ 18,033
Notes Payable Three [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount								$ 29,060
Debt instrument interest rate stated percentge								9.65%
Debt instrument periodic payment								$ 2,697.47
Long term debt																											0
Debt instrument down payment								$ 5,812
Notes Payable Four [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount						$ 7,599	$ 7,599
Debt instrument interest rate stated percentge						11.50%	11.50%
Debt instrument periodic payment						$ 640.41
Long term debt																											0
Debt instrument down payment							$ 2,121
Notes Payable Five [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount									$ 20,931
Debt instrument interest rate stated percentge									10.50%
Debt instrument periodic payment									$ 1,808.22
Long term debt																											0
Debt instrument down payment									$ 5,347
Notes Payable Six [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 10,150
Debt instrument interest rate stated percentge					11.00%
Debt instrument periodic payment					$ 837
Debt instrument down payment					$ 3,950
Notes Payable Seven [Member] | 12-Month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 144,500
Debt instrument interest rate stated percentge				9.49%
Debt instrument periodic payment				$ 11,348
Debt instrument down payment				$ 35,803
Notes Payable Eight [Member] | 10-month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 11,089
Debt instrument interest rate stated percentge			12.90%
Debt instrument periodic payment			$ 971
Long term debt																											1,943
Debt instrument down payment			$ 1,961
Notes Payable Nine [Member] | 10-month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 21,000
Debt instrument interest rate stated percentge		12.12%
Debt instrument periodic payment		$ 1,696
Debt instrument down payment		$ 8,392
Notes Payable Eightenth [Member] | 10-month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Long term debt																											13,569
Notes Payable Ten [Member] | 10-month Premium Finance Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 5,892
Debt instrument interest rate stated percentge	14.50%
Debt instrument periodic payment	$ 462.73
Long term debt																											4,627
Debt instrument down payment	$ 1,265
Two Promissory Note [Member]
Debt Instrument [Line Items]
Common stock warrant exercise price																		$ 0.45
Two Promissory Note [Member] | Accredited Investors [Member]
Debt Instrument [Line Items]
Debt instrument face amount																				$ 500,000					125,000			$ 250,000
Debt instrument interest rate stated percentge																				12.00%
Common stock warrant exercise price																				$ 0.85
Number of shares issued													5,434,782
Two Promissory Note [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, term																		10 years		5 years											5 years
Debt discount																									$ 44,984			49,452
Two Promissory Note [Member] | Minimum [Member]
Debt Instrument [Line Items]
Long term debt																												$ 200,548
Two Promissory Note [Member] | Accredited Investors [Member]
Debt Instrument [Line Items]
Class of warrant or right, number of securities called by warrants or rights																				100,000
Long-Term Debt, Mortgages [Member]
Debt Instrument [Line Items]
Mortgage loan interest rate																				15.00%
Mortgage loan maturity date																				Jan. 31, 2022
Long Term Debt Mortgages One [Member]
Debt Instrument [Line Items]
Mortgage loan interest rate																			11.55%
Mortgage loan maturity date																			Apr. 01, 2022
Mortgage face amount																			$ 400,000								400,000
Mortgage paid																			$ 38,000
Long-Term Debt, Mortgages Two [Member]
Debt Instrument [Line Items]
Mortgage loan interest rate																			15.00%
Repayments of debt																										$ 700,000
Long-Term Debt, Mortgages Three [Member]
Debt Instrument [Line Items]
Mortgage loan interest rate																		14.00%
Mortgage loan maturity date																		Jul. 31, 2023
Long-Term Debt, Mortgages Four [Member]
Debt Instrument [Line Items]
Long term debt																											275,000
Proceeds from debt, net of issuance costs																											56,000
Long-Term Debt, Mortgages Four [Member] | Mulino Property [Member]
Debt Instrument [Line Items]
Loss on sale of other expenses																											894,000
Long-term Debt Mortgages Five [Member]
Debt Instrument [Line Items]
Long term debt																											$ 400,000
Mortgage loan interest rate																	14.00%										15.00%
Payment of debt																	$ 300,000
Mortgage loan interest rate																											$ 6,750

v3.23.2

Schedule of Assumptions Used Valuations of Warrants (Details) - Warrants Granted [Member] - Convertible Debt [Member]	Jun. 30, 2023 $ / shares
Measurement Input, Exercise Price [Member]
Short-Term Debt [Line Items]
Exercise price	$ 2.93
Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Warrant right outstanding measurement input
Measurement Input, Option Volatility [Member]
Short-Term Debt [Line Items]
Warrant right outstanding measurement input	85
Minimum [Member]
Short-Term Debt [Line Items]
Share price	$ 1.78
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrant right outstanding measurement input	1.4
Maximum [Member]
Short-Term Debt [Line Items]
Share price	$ 2.10
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrant right outstanding measurement input	1.9

v3.23.2

Schedule of Warrant Liability and Embedded Derivative Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Change in fair value	$ 131		$ 340
Warrant Liability [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Beginning balance value
Change in fair value
Ending balance value
Derivative Liability [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Beginning balance value			370
Change in fair value			(339)
Ending balance value	$ 31		$ 31

v3.23.2

Convertible debt (Details Narrative)				1 Months Ended											3 Months Ended					4 Months Ended	9 Months Ended
	Mar. 14, 2019 USD ($)	Mar. 14, 2019 CAD ($) $ / shares shares	Dec. 27, 2018 CAD ($) shares	Apr. 30, 2023 USD ($) $ / shares	Mar. 31, 2023 USD ($) $ / shares	Jan. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares $ / shares shares	Apr. 30, 2020 $ / shares	Jan. 31, 2019 USD ($)	Jan. 31, 2019 CAD ($) $ / shares shares	Dec. 31, 2018 USD ($)	Dec. 31, 2018 CAD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Apr. 30, 2023 $ / shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 CAD ($) shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2023 CAD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 $ / shares
Short-Term Debt [Line Items]
Convertible notes payable															$ 300,000						$ 300,000
Convertible debt															600,000						600,000
Convertible debentures converted																$ 126,000	$ 125,000
Shares issued, value																			$ 285,000
Fair value of warrants															$ 28,000			$ (357,000)			16,000		$ (2,287,000)
Canaccord Genuity Inc., [Member]
Short-Term Debt [Line Items]
Proceeds from private offerings																					$ 3,100,000	$ 4,100,000
Convertible debentures converted																						$ 1,000
Debt instrument interest rate stated percentage															105.00%						105.00%			105.00%
Share price | $ / shares																								$ 3.00
Debt conversion, shares issued | shares																					333.33	333.33
Fair value of warrants																					$ 424,000
Canaccord Genuity Inc., [Member] | Indenture Trustee [Member]
Short-Term Debt [Line Items]
Debt instrument principal and interest percenatge																					25.00%	25.00%
Canaccord Genuity Inc., [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Common stock warrant exercise price | $ / shares																								$ 1,000
Payments to broker															$ 1,900,000						$ 1,900,000			$ 2,500,000
Cash commission percentage																					7.00%	7.00%
Commission fee																						$ 157,290
Finance fee																								$ 50,000
Shares issued, value																					$ 50,000
Share price | $ / shares																								$ 3.00
Commission and finance fee plus additional expenses																						20,000
Commission fee																						$ 181,365
Offering fee and expense																					320,000
CD Special Warrant [Member] | Canaccord Genuity Inc., [Member]
Short-Term Debt [Line Items]
Number of warrant shares issued | shares		962										3,121		3,121
Common stock warrant exercise price | $ / shares		$ 1,000										$ 1,000		$ 1,000
Common stock shares convenvertible securities | shares			10,000
Proceeds from private offerings			$ 10,000,000
Convertible debentures converted	$ 700,000	$ 1,000,000.0									$ 2,300,000	$ 3,100,000	$ 2,300,000	$ 3,100,000
Broker CD Special Warrant [Member] | Canaccord Genuity Inc., [Member]
Short-Term Debt [Line Items]
Number of warrant shares issued | shares		5,600										52,430		52,430
Unsecured Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Debt conversion, original debt, amount				$ 50,000	$ 100,000		$ 250,000
Conversion of stock, shares converted | shares						5,434,782	7,352,941
Conversion per share				100.00%	100.00%		50.00%
Conversion of stock, amount converted						$ 125,000
Convertible debt															0						0
Share price | $ / shares				$ 0.01	$ 0.01											$ 0.01				$ 0.01
Interest rate				7.50%	7.50%
Common stock warrant exercise price | $ / shares				$ 0.02	$ 0.02											0.02				0.02
Debt instrument, term				5 years	5 years
Warrant per share | $ / shares				$ 0.02	$ 0.02											0.02				$ 0.02
Unsecured Convertible Promissory Note One [Member]
Short-Term Debt [Line Items]
Debt conversion, original debt, amount				$ 545,000	$ 50,000	$ 250,000
Conversion per share					100.00%															100.00%
Convertible debt															$ 150,000						$ 150,000
Number of warrant shares issued | shares						500,000
Share price | $ / shares				$ 0.01	$ 0.01	$ 0.01										0.01				$ 0.01
Interest rate				7.50%	7.50%	12.00%
Common stock warrant exercise price | $ / shares				$ 0.02	$ 0.02	$ 0.005										0.02				0.02
Debt instrument, term				5 years	5 years
Warrant per share | $ / shares				$ 0.02	$ 0.02											$ 0.02				$ 0.02
Senior Unsecured Convertible Debenture [Member] | Canaccord Genuity Inc., [Member]
Short-Term Debt [Line Items]
Convertible debt																								$ 1,000
Common stock warrant exercise price | $ / shares																								$ 3.90
Debt instrument interest rate stated percentage															8.00%						8.00%			8.00%
Warrant or right, outstanding | shares															167						167			167
Debt instrument description																					upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant.	upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant.
Convertible Debenture [Member] | Warrant Holders [Member]
Short-Term Debt [Line Items]
Share price | $ / shares										$ 1.87
Common stock warrant exercise price | (per share)								$ 1,000	$ 1,000	1.50								$ 1,000					$ 1,000			$ 0.20
Convertible debt								$ 1,200,000	$ 1,200,000						$ 600,000			$ 1,200,000			$ 600,000		$ 1,200,000		$ 1,100,000
Warrant or right, outstanding | shares								167	167									167					167
Share price | $ / shares										1.15																$ 0.10
Debt instrument conversion price | $ / shares									$ 0.80	$ 1.90
Debt instrument prepayment percentage								5.00%
Extinguishment of debt								$ 803,000
Convertible debt															$ 2,000,000.0						$ 2,000,000.0				$ 1,500,000

v3.23.2

Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022	[1]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 71	$ 55
Embedded derivative liability	31
Total fair value	102
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Embedded derivative liability
Total fair value
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Embedded derivative liability
Total fair value
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	71
Embedded derivative liability	31
Total fair value	$ 102
[1] Derived from audited information

v3.23.2

Schedule of Level 3 Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair value, ending balance	$ 204	$ 254	$ 425
Warrants granted for services
Change in fair value	(102)	(50)	(171)
Fair value, ending balance	102	204	254
Warrant Liability [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair value, ending balance	43	99	55
Warrants granted for services
Change in fair value	28	(56)	44
Fair value, ending balance	71	43	99
Embedded Derivative Liability [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair value, ending balance	161	155	370
Warrants granted for services
Change in fair value	(130)	6	(215)
Fair value, ending balance	$ 31	$ 161	$ 155

v3.23.2

Summary of Weighted Average Significant Unobservable Inputs (Details) - Embedded Derivative Liability [Member]	Jun. 30, 2023 $ / shares	Sep. 30, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Strike price	$ 0.01	$ 0.10
Contractual term (years)	2 years 1 month 6 days	2 years 9 months 18 days
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	164	141
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	4.50	4.00
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	0.00	0.00
Measurement Input, Credit Spread [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	14	14
Measurement Input, Credit Spread [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	16	16

v3.23.2

Fair Value Measurements (Details Narrative)	Jun. 30, 2023
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility rate	1.5
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility rate	4
Measurement Input, Credit Spread [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Credit spread	1
Measurement Input, Credit Spread [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Credit spread	1

v3.23.2

Shareholders’ Equity (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022	Jun. 30, 2021	Jun. 25, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	750,000,000						750,000,000		750,000,000	300,000,000	300,000,000
Shares issued for compensation, shares						3,223,611
Shares issued for compensation, value						$ 285,000
Stock issued during the period, value						285,000
Principal balance of debt		$ 126,000	$ 125,000
Shares issued for compensation, shares	$ 253,000			$ 247,000			$ 1,132,000	$ 605,000
Accrued Interest Related to Convertible Notes [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Principal balance of debt						$ 67,000
Number of shares in exchange						555,953
Convertible Debt [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Principal balance of debt		$ 125,000	$ 124,000
Number of shares in exchange		5,434,782	7,352,941
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for compensation, shares		6,895,334	1,137,500		1,000,000	1,000,000
Shares issued for compensation, value			$ 23,000			$ 220,000
Stock issued during the period						3,223,611
Stock issued during the period, value						$ 3,000
Share price					$ 0.068
Shares cancelled during period						11,506,700
Principal balance of debt		$ 6,000	$ 7,000
Number of shares in exchange		5,434,782	7,352,941
Shares issued for compensation, shares		$ 144,573
Consulting Agreements [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during the period			350,000			130,000
Stock issued during the period, value			$ 9,000			$ 30,000
Share price						$ 0.23
Employment and Board Agreements [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for compensation, shares				20,000,000
Share price				$ 0.01				$ 0.01
Advisory and Finders Agreements [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued for compensation, shares				3,000,000
Share price				$ 0.01				$ 0.01

v3.23.2

Schedule of Fair Value of Options Granted (Details)	3 Months Ended
	Jun. 30, 2023 $ / shares
Compensation Related Costs [Abstract]
Exercise price	$ 0.05
Expected term	4 years 5 months 12 days
Expected stock price volatility	1.24%
Risk-free rate of interest	2.42%
Expected dividend rate	0.00%

v3.23.2

Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2021
Compensation Related Costs [Abstract]
Number of Options, Outstanding Beginning Balance	9,380,685	5,955,685	5,955,685	6,697,916
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 0.27	$ 1.07	$ 1.07	$ 1.07
Aggregate Intrinsic Value, Beginning Balance				$ 54
Weighted Average Remaining Contractual Term (in years)	2 years 2 months 8 days		2 years 10 months 17 days	2 years 10 months 24 days	2 years 1 month 2 days
Number of Options, Granted		3,425,000		1,500,000
Weighted Average Exercise Price, Granted		$ 0.05		$ 0.07
Aggregate intrinsic value, granted
Weighted Average Remaining Contractual Term, Granted (in years)		4 years 11 months 8 days		4 years 4 months 20 days
Number of Options, Expired	(100,000)			(2,242,231)
Weighted Average Exercise Price, Expired	$ (5.56)			$ (0.67)
Aggregate intrinsic value, expired
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 5.56			$ 0.67
Number of Options, Outstanding Ending Balance	9,280,685	9,380,685	9,280,685	5,955,685	6,697,916
Weighted Average Exercise Price, Outstanding Ending Balance	$ 0.49	$ 0.27	$ 0.49	$ 1.07	$ 1.07
Aggregate Intrinsic Value, Ending Balance					$ 54
Number of Options, Vested and Exercisable	9,030,685		9,030,685
Weighted Average Exercise Price, Vested and Exercisable	$ 0.49		$ 0.49
Aggregate Intrinsic Value, Vested and Exercisable
Weighted Average Remaining Contractual Term, Vested and Exercisable (in years)	2 years 2 months 8 days

v3.23.2

Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total stock-based compensation	$ 245	$ 94	$ 382	$ 851
Stock Awards [Member]
Total stock-based compensation	231		263	288
Stock Options [Member]
Total stock-based compensation	14	94	119	405
Warrant [Member]
Total stock-based compensation				$ 158

v3.23.2

Stock Based Compensation (Details Narrative)	3 Months Ended	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Dividend rate	0.00%
Stock Options [Member]
Share-based payment arrangement, period for recognition		4 years 7 months 20 days	4 years 7 months 20 days
Stock Options [Member] | Measurement Input, Expected Dividend Rate [Member]
Dividend rate		0.00%

v3.23.2

Commitments and contingencies (Details Narrative)			1 Months Ended				3 Months Ended	9 Months Ended
	Mar. 28, 2022	Feb. 22, 2018 USD ($) ft²	May 31, 2021 USD ($)	Sep. 30, 2019 USD ($)	Jan. 31, 2019 USD ($)	Jul. 31, 2016 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 CAD ($) shares	Jun. 30, 2023 CAD ($) $ / shares	Nov. 23, 2020 ft²
Loss Contingencies [Line Items]
Lease term			15 years	4 years	5 years	10 years
Payments for rent			$ 31,500	$ 4,285	$ 9,696	$ 7,033		$ 11,667
Sale leaseback transaction						$ 315
Percentage of base rental fees escalation						2.00%
Security deposit						$ 14,000
Lease operating, description		On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017, and continues through November 31, 2026, at a starting rate of $3,525 a month that escalates after the first year. The Company subleases this property to a related party (see disclosures below under “Springfield Suites”). As of June 30, 2023, Company eliminates this rental income in consolidation
Square feet | ft²		12,322									2,000
Loss contingency accrual at carrying value		$ 3,525
Base rental fee percentage			2.50%					2.00%	2.00%
Shares issued, value							$ 285,000
Loss contingency, actions taken by plaintiff	On March 28, 2022, Plaintiffs obtained a stipulated judgment in this action in the amount of $349,876.69 against Defendants Driven Deliveries, Brian Hayek (“Hayek”), and Christian Schenk (“Schenk”) (collectively, “Defendants”)
Canaccord Genuity Corp [Member]
Loss Contingencies [Line Items]
Sale of stock number of shares issued in transaction | shares								16,926,019	16,926,019
Share price | $ / shares										$ 0.55
Sale of stock consideration received on transaction									$ 10,309,210
Warrant [Member] | Canaccord Genuity Corp [Member]
Loss Contingencies [Line Items]
Common stock warrant exercise price | $ / shares										0.68
IPO [Member] | Canaccord Genuity Corp [Member]
Loss Contingencies [Line Items]
Shares issued, value								$ 420,000
Number of shares issued | shares								972,092	972,092
Share price | $ / shares								$ 0.43
IPO [Member] | Broker Share [Member]
Loss Contingencies [Line Items]
Aggregate number of shares issued percentage								7.00%	7.00%
IPO [Member] | Broker Warrant [Member]
Loss Contingencies [Line Items]
Sale of stock percentage of ownership after transaction								3.50%	3.50%
Common stock warrant exercise price | $ / shares										$ 0.55
Over-Allotment Option [Member] | Canaccord Genuity Corp [Member]
Loss Contingencies [Line Items]
Sale of stock number of shares issued in transaction | shares								1,471,291	1,471,291
Sale of stock consideration received on transaction									$ 809,210.05
Over-Allotment Option [Member] | Agency Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Additional shares percentage								15.00%	15.00%
Additional offering shares | shares								2,590,909	2,590,909
Gross proceeds from issuance initial public offering									$ 10,925,000
Agents commission									764,750
Proceeds from issuance initial public offering									10,160,250
Over-Allotment Option [Member] | Agency Agreement [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Gross proceeds from issuance initial public offering									9,200,000
Agents commission									644,000
Proceeds from issuance initial public offering									8,556,000
Land Lord [Member]
Loss Contingencies [Line Items]
Security deposit			$ 60,000
Agent [Member] | Agency Agreement [Member]
Loss Contingencies [Line Items]
Finance fee										$ 100,000
Cash										$ 50,000
Shares issued, value									$ 50,000
Number of shares issued | shares								90,909	90,909
Estimated offering cost									$ 350,000

v3.23.2

Subsequent events (Details Narrative) - USD ($) $ in Thousands		9 Months Ended
	Jul. 10, 2023	Jun. 30, 2023	Jun. 30, 2022
Subsequent Event [Line Items]
Proceeds from sale of ownership			$ 1,651
Subsequent Event [Member] | 7LV USA Corporation [Member]
Subsequent Event [Line Items]
Purchase price	$ 2,500
Ownership, description	the Company received $1.0 million dollars in exchange for 49% of the shares and the remaining 51% of the shares will be tendered upon receipt of the balance of $1.5 million consisting of 15 $100,000 monthly payments.
Proceeds from sale of ownership	$ 1,000
Receivable from sale of ownership	1,500
Periodic monthly receivables	$ 100,000,000

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