UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2017

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

For the Transition Period from ___________ to ___________.

Commission File Number 333-163290

VAPE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		90-0436540
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5304 Derry Avenue, Suite C, Agoura Hills, CA 91301

(Address of principal executive offices) (Zip Code)

1 (877) 827-3959

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a 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 any 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 ☒

Number of shares of Common Stock outstanding at May 25 2018:

Common Stock, par value $0.00001 per share		1,000,000,000
(Class)		(Number of Shares)

VAPE HOLDINGS INC.

FORM 10-Q

March 31, 2017

INDEX TO FORM 10-Q

		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Consolidated Balance Sheets (unaudited) at March 31, 2017 and September 30, 2016	2
	Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended March 31, 2017 and 2016	3
	Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended March 31, 2017 and 2016	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). It is suggested that the following consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the annual financial statements included on Form 10-K for Vape Holdings, Inc. for the fiscal year ended September 30, 2016, filed with the Commission on March 7, 2018.

VAPE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2017			September 30, 2016
ASSETS
Current assets:
Cash	$	103,149		$	-
Accounts receivable, net		2,010			2,010
Inventory		-			18,254
Other current assets		13,492			8,219
Total current assets		118,651			28,483

TOTAL ASSETS	$	118,651		$	28,483

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	380,591		$	473,654
Accrued expenses		808,715			555,994
Related party convertible notes payable		300,000			300,000
Convertible notes payable, net of unamortized discount of $3,879 and $119,680, respectively		898,673			537,291
Related party notes payable		15,000			15,000
Settlement liability		281,618			422,000
Derivative liabilities		2,171,655			2,755,544
Total current liabilities		4,856,252			5,059,483

Long term liabilities:
Convertible notes payable, long-term, net of unamortized discount of $0 and $0, respectively		-			41,121
Total liabilities		4,856,252			5,100,604

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $0.00001 par value - 100,000,000 authorized; 500,000 outstanding at March 31, 2017 and September 30, 2016		-			-
Common stock, $0.00001 par value - authorized 1,000,000,000 shares; 657,936,872 issued at March 31, 2017, 657,496,247 outstanding at March 31, 2017 and 588,837,978 issued at September 30, 2016, 588,397,353 outstanding at September 30, 2016		6,574			5,883
Additional paid-in capital		30,976,130			30,319,265
Treasury stock, 1,025,625 shares at March 31, 2017 and September 30, 2016		(372,601	)		(372,601	)
Accumulated deficit		(35,347,704	)		(35,024,668	)
Total stockholders' deficit		(4,737,601	)		(5,072,121	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	118,651		$	28,483

See notes to unaudited consolidated financial statements.

VAPE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2017			2016			2017			2016
				(Restated)						(Restated)
Revenue	$	45,969		$	487,400		$	84,760		$	734,228

Cost of revenue		25,108			449,306			73,795			654,715

Gross profit		20,861			38,094			10,965			79,513

Operating expenses:
Sales and marketing [A]		28,641			126,527			63,188			258,372
Research and development		-			11,099			-			46,698
General and administrative [B]		83,938			255,297			267,506			560,849
Total operating expenses		112,579			392,923			330,694			865,919

Operating loss		(91,718	)		(354,829	)		(319,729	)		(786,406	)

Other income (expense):
Interest expense		(71,499	)		(1,115,909	)		(142,099	)		(1,549,445	)
Interest expense - related party		(4,725	)		(4,778	)		(9,555	)		(9,016	)
Change in derivative liabilities		92,190			(1,119,020	)		148,347			(1,486,424	)
Excess of fair value of embedded conversion features		-			(1,058,496	)		-			(1,058,496	)
Total other income (expense), net		15,966			(3,298,203	)		(3,307	)		(4,103,381	)

Loss before provision for income taxes		(75,752	)		(3,653,032	)		(323,036	)		(4,889,787	)

Provision for income taxes		-			-			-			800

Net loss	$	(75,752	)	$	(3,653,032	)	$	(323,036	)	$	(4,890,587	)

Net loss available to common shareholders:
Loss per common share - basic	$	(0.00	)	$	(0.03	)	$	(0.00	)	$	(0.03	)
Loss per common share - diluted	$	(0.00	)	$	(0.03	)	$	(0.00	)	$	(0.03	)

Weighted average shares - basic		631,371,888			116,275,351			615,973,839			148,949,185
Weighted average shares - diluted		631,371,888			116,275,351			615,973,839			148,949,185

[A]

Stock-based compensation was $0 and $2,457, and $0 and $34,800 for the three and six months ended March 31, 2017 and 2016, respectively.

[B]

Stock-based compensation was $0 and $465, and $0 and $35,265 for the three and six months ended March 31, 2017 and 2016, respectively.

See notes to unaudited consolidated financial statements.

VAPE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended March 31,
	2017			2016
Cash flows from operating activities:				(Restated)
Net loss	$	(323,036	)	$	(4,890,587	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			76,533
Accretion of debt discounts		127,775			1,272,481
Excess of fair value of embedded conversion features		-			1,058,496
Fair value in excess of stock issued for conversion of notes payable and accrued interest		-			112
Loss (gain) on change in derivative liabilities		(148,347	)		1,486,424
Forbearance and assignment settlements		-			190,718
Common stock issued for services		-			31,689
Stock-based compensation		-			36,000
Changes in operating assets and liabilities:
Accounts receivable		-			5,081
Inventory		18,254			(15,732	)
Other assets		(5,273	)		13,510
Accounts payable		57,937			181,412
Accrued expenses		112,339			188,545
Net cash used in operating activities		(160,351	)		(365,318	)

Cash flows from investing activities:
Capital expenditures		-			(42,475	)
Net cash used in investing activities		-			(42,475	)

Cash flows from financing activities:
Net proceeds from issuances of common stock		-			90,000
Net proceeds from issuance of convertible notes payable		263,500			46,000
Net proceeds from issuances of related party convertible notes payable		-			50,000
Net cash provided by financing activities		263,500			186,000

Net change in cash		103,149			(221,793	)
Cash, beginning of period		-			273,904
Cash, end of period	$	103,149		$	52,111

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	-		$	800

Non-cash investing and financing activities:
Conversion of notes payable, accrued interest, and derivatives	$	506,556		$	2,653,405
Issuance of common stock for settlement liability	$	151,000		$	-

See notes to unaudited consolidated financial statements.

VAPE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Vape Holdings, Inc. (“VAPE,” the “Company,” “we,” “us,” “our,” “our company”) is a holding company with its primary focus in the manufacturing and distribution of healthy and sustainable vaporization products. The Company designs, markets and distributes ceramic vaporization products under a unique brand. The Company has introduced a nonporous, non-corrosive, chemically inert medical-grade ceramic vaporization element as a healthy, sustainable alternative to traditional titanium and quartz vaporization materials, as well as lower-grade ceramic found in traditional electronic cigarettes and vaporizers. This material can be used for a wide range of applications, including stand-alone vaporization products and “E-cigs.” Electronic cigarettes come in a variety of designs ranging from those that look vastly like traditional cigarettes, to larger vaporizer units which are capable of vaporizing liquid with varying viscosity. The process of vaporization is believed to eliminate the smoke, tar, ash, and other byproducts of traditional smoking by utilizing lower temperatures in a controlled electronic environment.

HIVE CERAMICS

HIVE Ceramics (“HIVE”) is the premier brand under the VAPE umbrella. HIVE outsource manufactures and distributes a proprietarily blended ceramic vaporization element for torched, electronic and portable vaporizers with countless design and product crossover capabilities in existing and emerging markets. HIVE is dedicated to bringing the healthiest and cleanest vaporization experience possible to the market.

HIVE Ceramics has seen a significant decrease in sales due to competition in the market and restricted operations. While sales channels are still open, without an infusion, the revenues are not large enough to support HIVE Ceramics outside of its existing product line.

NOTE 2.

ACCOUNTING POLICIES AND BASIS OF PRESENTATION

GOING CONCERN

VAPE’s consolidated financial statements reflect a net loss of $323,036 during the six months ended March 31, 2017. As of March 31, 2017, we had cash of $103,149, a working capital deficit of $4,737,601, and an accumulated deficit of $35,347,704. In addition, the ongoing need to obtain financing to fund operations also raise substantial doubt about the ability of Vape to continue as a going concern. Management expects to obtain funding for the new operations for the foreseeable future; however, there are no assurances that the Company will obtain such funding. VAPE’s financial statements do not include any adjustments to reflect the possible effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability to continue as a going concern. See Note 8 for subsequent events regarding financing activities.

BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. The current results are not an indication of the full year.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017 and September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, accounts payable, accrued liabilities, and notes payable. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand.

The following table presents the Company’s fair value hierarchy for assets measured at fair value on a recurring basis at March 31, 2017:

	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	103,149	$	-	$	-	$	103,149
Total assets measured at fair value	$	103,149	$	-	$	-	$	103,149

Liabilities
Derivative instruments	$	-	$	2,171,655	$	-	$	2,171,655
Total liabilities measured at fair value	$	-	$	2,171,655	$	-	$	2,171,655

The following table presents the Company’s fair value hierarchy for assets measured at fair value on a recurring basis at September 30, 2016:

	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	-	$	-	$	-	$	-
Total assets measured at fair value	$	-	$	-	$	-	$	-

Liabilities
Derivative instruments	$	-	$	2,755,544	$	-	$	2,755,544
Total liabilities measured at fair value	$	-	$	2,755,544	$	-	$	2,755,544

EARNINGS (LOSS) PER COMMON SHARE

The following is a summary of outstanding securities that would have been included in the calculation of diluted shares outstanding since the exercise prices did not exceed the average market value of the Company’s common stock had the Company generated net income for the three and six months ended March 31, 2017 and 2016:

	For the Three Months Ended		For the Three Months Ended		For the Six Months Ended		For the Six Months Ended
	March 31,		March 31,		March 31,		March 31,
	2017		2016		2017		2016
Series A Preferred stock		500,000		500,000		500,000		500,000
Common stock warrants		-		1,184,726		-		1,184,726
Convertible notes		357,971,489		631,560,394		357,971,489		631,560,394
		358,471,489		633,245,120		358,471,489		633,245,120

The Company does not have sufficient shares to accommodate the convertible notes.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers”, which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard but does not expect it to have a material impact on our financial position, results of operations or cash flows.

The Financial Accounting Standards Board issues Accounting Standard Updates (“ASUs”) to amend the authoritative literature in Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

AMENDMENT

We have amended the previous three and six months ended March 31, 2016 in this Form 10-Q to correctly account for the following non-cash transactions:

In August 2015 the Company entered into convertible notes without conversion floors resulting in an unlimited potential of shares to be issued. Accordingly, we adjusted the consolidated financial statements to recognize the embedded conversion feature of the instruments.

On August 13, 2015 and August 26, 2015, the convertible notes due to Redwood and Typenex, respectively, were amended which removed the fixed conversion floors per common share creating a potentially unlimited number of shares to be issued on the date of the amendment. Accordingly, we amended this Form 10-Q to account for the embedded conversion features as derivative financial instruments at fair value upon their original issuance dates. This increased the loss on debt extinguishments and interest expense previously recorded, as well as the derivative liabilities at fair value.

The following was the effect on the previously reported consolidated financial statements.

	As Previously Reported						As Restated
	March 31, 2016			Change			March 31, 2016
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Total current liabilities	$	4,996,192		$	1,189,589		$	6,185,781
Total liabilities	$	5,143,710		$	1,042,071		$	6,185,781

Total stockholders’ deficit	$	(4,514,943	)	$	(1,042,071	)	$	(5,557,014	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	628,767		$	-		$	628,767

	As Previously Reported Three Months Ended March 31, 2016			Change			As Restated Three Months Ended March 31, 2016
Interest expense	$	(540,942	)	$	(574,967	)	$	(1,115,909	)
Loss from the effects of derivative liabilities	$	(1,996,998	)	$	877,978		$	(1,119,020	)
Net loss	$	(3,956,043	)	$	303,011		$	(3,653,032	)

Net loss available to common shareholders
Loss per common share - basic	$	(0.03	)				$	(0.03	)
Loss per common share - diluted	$	(0.03	)				$	(0.03	)

	As Previously Reported Six Months Ended March 31, 2016			Change			As Restated Six Months Ended March 31, 2016
Interest expense	$	(1,318,885	)	$	(230,560	)	$	(1,549,445	)
Loss from the effects of derivative liabilities	$	(2,126,858	)	$	640,434		$	(1,486,424	)
Net loss	$	(5,300,461	)	$	409,874		$	(4,890,587	)

Net loss available to common shareholders
Loss per common share - basic	$	(0.04	)				$	(0.03	)
Loss per common share - diluted	$	(0.04	)				$	(0.03	)

NOTE 3.

ACCRUED EXPENSES

The following is a summary of accrued expenses as of March 31, 2017 and September 30, 2016:

	March 31, 2017		September 30, 2016
Accrued interest	$	187,096	$	183,390
Accrued interest - related party		52,717		43,162
Accrued wages and taxes		564,087		324,086
Other		4,815		5,356
	$	808,715	$	555,994

As of March 31, 2017, $25,000 for Kyle Tracey, $16,667 for Joe Andreae, $83,742 for Mike Cook, $131,382 for Allan Viernes, $133,048 for Benjamin Beaulieu, $51,333 for Alex Viernes and $65,000 for Justin Braune are recorded in accrued wages.

NOTE 4.

CONVERTIBLE NOTES PAYABLE

At March 31, 2017 convertible notes payable consisted of the following:

Counterparty	Principal Amount		Unamortized Discount		Carrying Value		Accrued Interest		Derivative Liability		Interest Expense
GHS Investments	$	453,386	$	-	$	453,386	$	131,295	$	913,851	$	94,505
Adar Bays		187,500		-		187,500		32,625		398,831		7,583
JMJ Financial		171,666		3,879		167,786		23,176		653,900		14,393
Odyssey Research		90,000		-		90,000		-		205,073		15,000
	$	902,552	$	3,879	$	898,673	$	187,096	$	2,171,655	$	131,481

At September 30, 2016, convertible notes payable consisted of the following:

Counterparty	Principal Amount		Unamortized Discount		Carrying Value		Accrued Interest		Derivative Liability		Interest Expense
GHS Investments	$	248,926	$	88,075	$	160,852	$	124,872	$	1,255,774	$	1,323,000
Adar Bays		187,500		-		187,500		25,042		610,117		153,174
JMJ Financial		171,666		16,605		155,060		23,174		578,288		211,790
Union		-		-		-		-		-		90,909
LG Capital		-		-		-		-		-		91,017
Oddyssey Research		90,000		15,000		75,000		-		311,365		75,341
	$	698,092	$	119,680	$	578,412	$	173,088	$	2,755,544	$	1,945,231

Securities Purchase Agreement with Typenex Co-Investment, LLC

On November 1, 2016, the Company closed a Securities Purchase Agreement (the “Typenex Agreement”) with Typenex. Pursuant to the Typenex Agreement, Typenex purchased a Convertible Promissory Note from the Company in the original principal amount of up to $1,413,000 (the “Typenex Note”), at an interest rate of ten percent (10%) per annum. The Typenex Note is unsecured. The principal amount of the Typenex Note included an original issue discount of $128,000 and a transaction fee of $5,000.

The investment from Typenex is scheduled to occur in a series of sixteen (16) tranches, represented each by a separate Secured Investor Promissory Note (the “Tranche Notes”) in varying amounts. The first Tranche Note of $40,000 is memorialized in Secured Promissory Note #1, the funding of which occurred on or immediately after the execution of the Typenex Agreement.

Each Tranche Note, or any part of it, is convertible into fully paid and non-assessable $0.00001 par value common stock of the Company. The Conversion Price is as described in the Typenex Agreement and is based on at least a 45% discount to the trading price of the Company’s common stock.

As a part of the Typenex Agreement, the Company agreed to use its best efforts to cause its authorized but unissued stock to be increased in order for the Company to create a reserve sufficient to meet its conversion obligations under the Typenex Note. The Company is in the process of taking steps in order to increase its authorized but unissued stock to meet its obligations.

There is no guarantee that Typenex will fund the remainder of the Typenex Note and in fact it is within Typenex’s sole and absolute discretion whether it ultimately funds Tranche Notes #2- #12. However, in order to secure Typenex’s performance of its obligations under the Typenex Note, as well as any subsequent Tranche Notes, Typenex agreed to pledge a 40% membership interest in Typenex Medical, LLC, an Illinois limited liability company. Should Typenex decide it won’t fund the remainder of the Tranche Notes, the Company’s operating results will suffer and its ability to remain a going concern will be jeopardized.

Securities Purchase Agreement with GHS Investments, LLC

On October 28, 2016, the Company closed a Securities Purchase Agreement (the “GHS Purchase Agreement”) with GHS. Pursuant to the GHS Purchase Agreement, GHS agreed to purchase and the Company agreed to sell up to $1,105,000 of convertible securities, in the form of a Convertible Promissory Note (the “GHS Note”), at an interest rate of ten percent (10%) per annum. The GHS Note is also attached as Exhibit 10.6 to the 12/27/16 Form 8K and is incorporated herein by this reference. The GHS Note included a ten percent (10%) original issuance discount (i.e., $100,000) and a $5,000 initial transaction fee, as defined in the GHS Purchase Agreement. Upon the closing of the GHS Purchase Agreement, GHS funded $40,000 to the Company (the “Initial Tranche”). Within 15 days of certain conditions being met, an additional $40,000 shall be disbursed by GHS to the Company, in its sole discretion (“Second Tranche”). Within 30 days from the Second Tranche’s issuance, so long as there are no defaults under the GHS Note, GHS in its discretion may fund an additional $50,000 to the Company every 30 days (“Subsequent Tranches”) until $1,000,000 has been funded to the Company. During the three and six months ended March 31, 2017, GHS provided other tranches of $187,500 and $263,500.

The principal sum and corresponding interest due to GHS shall be prorated based on the consideration actually paid by GHS to the Company in accordance with the GHS Purchase Agreement.

Each GHS Note, or any part of it, is convertible into fully paid and non-assessable $0.00001 par value common stock of the Company. The Conversion Price is as described in the GHS Purchase Agreement and is based on at least a 45% discount to the trading price of the Company’s common stock.

As a part of the GHS Purchase Agreement, the Company agreed to use its best efforts to cause its authorized but unissued stock to be increased in order for the Company to create a reserve sufficient to meet its conversion obligations.

There is no guarantee that GHS will fund the remainder of the Subsequent Tranches and in fact it is within GHS’s sole and absolute discretion whether it ultimately funds the Subsequent Tranches. Should GHS decide it won’t fund the Subsequent Tranches, the Company’s operating results will suffer and its ability to remain a going concern will be jeopardized.

During the three and six months ended, GHS converted $70,795 of principal and accrued interest into 36,398,894 shares of common stock.

The following weighted average variables were used in the Black Scholes model for the derivative liabilities as of March 31, 2017 and September 30, 2016:

Balance Sheet Date	Stock Price at Valuation Date		Dividend Yield			Exercise Price		Risk Free Interest Rate			Volatility			Average Life
March 31, 2017	$	0.008		-	%	$	0.004		1.03	%		302	%		0.7
September 30, 2016	$	0.004		-	%	$	0.001		0.45	%		298	%		0.5

NOTE 5.

RELATED PARTY DEBT

Related Party Note Payable

The Company had outstanding accounts payable balance to a related party (shareholder of the Company) in the amount of $15,000 as of September 30, 2013. This payable was converted into a note payable on December 7, 2013. The note payable bears interest of 6% per annum with a maturity date of December 1, 2016. As of March 31, 2017, there is $3,015 in accrued interest expense related to this note and the Company recorded $225 and $455 in interest expense related to this note during the three and six months ended March 31, 2017, respectively.

Related Party Convertible Notes Payable

On December 10, 2015, the Company entered into two Secured Series B Preferred Stock Convertible Notes (the “Series B Notes”) for an aggregate principal of $300,000 including 1) $50,000 from Hive Ceramics, LLC in new capital to the Company and 2) an amended and restated note for Hive Ceramics LLC in the amount of $250,000 for capital previously contributed which is soon to be due and payable.

The Company failed to pay the Series B Note and the Amended Note on the Maturity Date (December 10, 2016). On December 15, 2016, the Company received a Notice of Default from counsel for Holder. Holder’s counsel demanded that all amounts owed under the Series B Note and the Amended Note be paid no later than December 20, 2016. The Company was unable to pay the demanded amounts by December 20, 2016. The Company believes that the Holder intends to execute on the security for the Series B Note and the Amended Note, namely, all of the assets of the Company. The Company is attempting to negotiate a resolution that does not include seizure of the Company’s assets however there is no guarantee that the Company will be able to work out a satisfactory resolution that does not include seizure of the Company’s assets.

The Series B Notes accrue interest at eight percent (8%) per annum, mature one (1) year from issuance and are secured by all of the assets and property of the Company. Upon the election of the noteholder, the Series B Notes are convertible into newly created Series B Preferred Stock on a one-for-one (1:1) basis into shares of common stock of the Company at a fixed price per share of $0.01.

Concurrently, the Company filed a Certificate of Designation with the Delaware Secretary of State on the Series B Preferred Stock which provides, in pertinent part, for the following rights and privileges:

Authorized Amount of Series B Preferred Stock: There are authorized 30,000,000 shares of Series B Preferred Stock, subject to the Certificate of Designation. There shall be no additional Series B Shares authorized or issued.

Voting Rights: Each share of Series B shall be entitled to five (5) votes for every one (1) vote entitled to each share of Common Stock.

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

During the three and six months ended March 31, 2017, the Company recorded $4,500 and $9,100, respectively, of interest expense related to the notes. As of March 31, 2017, $300,000 of the Series B Notes along with $49,702 of accrued interest are outstanding. The Board of Directors authorized the designation of the Series B Preferred Stock pursuant to the authority of the Certificate of Incorporation, which confers said authority on the Board, and the issuance of the Series B Notes pursuant to a unanimous written consent of the Board dated December 10, 2015. The value ascribed to the Series B Notes were based on the fixed conversion price of the instruments into common stock and such no beneficial conversion feature was recorded.

NOTE 6.

COMMITMENTS AND CONTINGENCIES

Settlement LiabilitIES

On or about December 1, 2016, LG Capital Funding, LLC (“LG Capital”) obtained a judgment in the amount of $151,000. On or about December 10, 2016, the Company learned that LG Capital had placed a judgment lien on the Company’s operating account. The effect of the lien was that the Company’s operating account was frozen for an amount twice the judgment, or approximately $300,000. In or around December 2016 and continuing into early January 2017, GHS Investments, LLC (“GHS”) and LG Capital negotiated a transaction whereby GHS purchased the rights to the LG Capital Convertible Promissory Note and/or the right to collect on the LG Capital judgment for $161,000. As of September 30, 2016, the Company recorded a settlement liability of $151,000. On January 25, 2017, the Company issued 32,700,000 shares of common stock in satisfaction of the $151,000 settlement liability.

On February 22, 2016, a convertible promissory note holder, Union Capital, LLC (“Union”), filed suit against the Company in the United States District Court for the Southern District of New York claiming breach of contract and conversion and seeking specific performance, permanent injunction, and damages arising from the Company’s rejection of certain conversion notices submitted by Union. The Company and Union subsequently settled this matter without further court proceedings for $170,000 in 2017. As of September 30, 2016, the Company recorded a settlement liability of $170,000.

Justin Braune v. Vape Holdings, Inc. et.al.

On May 16, 2017, Justin Braune, the Company’s former Chief Executive Officer filed a civil lawsuit in Los Angeles County Superior Court against the Company, Allan Viernes and Ben Beaulieu claiming breach of Mr. Braune’s employment contract, including, but not limited to failure to pay wages including deferred salary and commissions, and wages upon separation of employment and seeking damages arising from the Company’s breach. The Company and Justin Braune subsequently settled this matter without further court proceedings. On September 25, 2017, the parties participated in a full-day mediation and agreed to settle and resolve all matters including the lawsuit. On December 6, 2017, the parties entered into a Settlement Agreement whereby, the Allan Viernes and Ben Beaulieu 1) shall pay the sum of $15,000 by December 8, 2017 and the Company shall, 2) $40,000 on or before December 31, 2018, and 3) a convertible promissory note in the amount of $100,000.00. The convertible note and/or any shares issued in connection shall have a buyout cash value of no less than 125% of the cash value. The Company recorded a provision for loss of approximately $165,000 during the year ended September 30, 2016.

NOTE 7.

STOCKHOLDERS’ DEFICIT

COMMON STOCK

On November 27, 2013, the Board and shareholders approved an increase in the authorized number of shares of common and preferred stock which may be issued by the Company to 1,000,000,000 shares and 100,000,000 shares, respectively. On December 3, 2013, the certificate of amendment was filed with the Secretary of State of Delaware to reflect the increase in authorized.

PREFERRED STOCK

On April 1, 2014, the Board formally approved the filing of a Preferred Stock Designation in connection with the commitment of 500,000 Series A Shares to HIVE on March 27, 2014 pursuant to its authority to issue blank check preferred stock as provided in the Company’s Certificate of Incorporation. Per the Certificate of Designation (the “Designation”), there are 100,000,000 shares of preferred stock authorized by the Company’s Certificate of Incorporation. The Company is authorized to issue 500,000 shares of Series A Shares pursuant to the Designation. As provided in the Designation (and as set forth in the HIVE Asset Purchase Agreement), Series A Shares are entitled to vote at a 15-1 ratio to Common Stock. Each share of preferred stock shall initially be convertible into one share of common stock (500,000 shares of common stock in the aggregate). On the two-year anniversary of the transaction of HIVE, the preferred stock conversion ratio shall be adjusted as follows: a one-time pro rata adjustment of up to ten-for-one (10-1) based upon the Company generating aggregate gross revenues over the two years of at least $8,000,000 (e.g. If the Company generates only $4,000,000 in aggregate gross revenues over the two-year period then the convertible ratio will adjust to 5-1). In no event will the issuance convert into more than 5,000,000 shares of common stock of the Company.

On June 19, 2014, the Company formally issued the 500,000 Series A Shares to HIVE.

The value ascribed to the Series A Shares was based on the historical costs of the assets acquired on March 27, 2014 from HIVE since the transfer of assets was made among entities under common control.

On December 10, 2015, the Company approved the filing of a Preferred Stock Designation for up to 30,000,000 shares of Series B Preferred Stock. No Series B Preferred Stock are issued or outstanding. See discussion of designation of Series B Preferred Stock in Note 5.

NOTE 8.

SUBSEQUENT EVENTS

HIVE

On April 28, 2018, the Company received a Notice of Default from Hive Ceramics and Kyle Tracey (the “Notice”) with respect to the Company’s breach of the Settlement Agreement and Release, dated as of April 28, 2017. The beaches consist of failure to pay $234,000 owed under the Tracey Note and failure to pay the $7,000 monthly payment obligations set forth in the Settlement Agreement, and $216,222.222 owed for failure to repay the Hive Note. The Company, Hive and Tracey are in discussions to resolve the defaults set forth in the Notice. The HIVE/Tracey Settlement Agreement and Release documents are qualified in their entirety by reference to the full text of the agreements, copies of which were filed on Company’s Current Report on Form 8-K May 3, 2017 as Exhibit 10.1.

Justin Braune

On April 4, 2018, Braune filed an Ex Parte Application for an Order to Enter Judgement Against the Company for breach of the Settlement Agreement for failure to pay under the terms of the Settlement Agreement, which the Court granted in favor of Braune. Braune’s pending motion to enforce the Settlement Agreement is set for June 11, 2018.

On May 23, 2018, Braune brought a different Ex Parte Application for Appointment of a Receiver. The hearing was held on May 23, 2018, during which the Company submitted papers opposing the appointment, and which ultimately resulted in the Court denying Braune’s application. A noticed hearing on the matter is set for June 11, 2018.

Common Stock Issued for Conversion of Debt

Subsequent to March 31, 2017, the Company issued 342,063,128 shares of common stock for conversion of notes payable and accrued interest. As of the date of this filing the Company has 1,000,000,000 shares of common stock outstanding.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to provide information about VAPE’s financial condition and results of operations for the three and six months ended March 31, 2017 and 2016. This information should be read in conjunction with VAPE’s audited consolidated financial statements for the year ended September 30, 2016 and 2015. Some of the information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this report, includes forward-looking statements based on our current management’s expectations. There can be no assurance that actual results, outcomes, or business conditions will not differ materially from those projected or suggested in such forward-looking statements.

Background

On August 9, 2013, PeopleString Corporation, and its wholly-owned subsidiary, RewardString Corporation (“RewardString”), and Vape Holdings, Inc., a Nevada corporation (the “Private Company”), entered into a Merger and Reorganization Agreement (the “Agreement”) whereby the Private Company merged with RewardString, with the Private Company being the surviving entity (the “Merger”). In consideration for the merger, the shareholders of the Private Company received a total of approximately 4,684,538 shares of common stock of the merged company on a pro rata basis in exchange for 8,875 shares of the Private Company’s common stock, representing 100% of the outstanding common stock of the Private Company. The total shares of the merged company issued on a pro rata basis to the Private Company shareholders represented approximately 74.95% of the total issued and outstanding common stock of the merged company.

The merger among PeopleString, RewardString and the Private Company was accounted for as a reverse acquisition and change in reporting entity, whereby the Private Company was the accounting acquirer. The Merger was accounted for using the purchase method of accounting in accordance with ASC 805 “Business Combinations”, whereby the estimated purchase was allocated to tangible net assets acquired based upon preliminary fair values at the date of acquisition. Accordingly, the assets and liabilities of PeopleString and RewardString were recorded at fair value; the assets of PeopleString Corporation were not significant. The historical results of operations and cash flows of the Private Company are being reported beginning in the quarter ended December 31, 2013 in this Quarterly Report. The Merger closed on September 30, 2013. On September 30, 2013, the Company approved a change in fiscal year end of the Company from December 31st to September 30th. The Company’s decision to change the fiscal year end was related to the Merger.

On March 27, 2014, the Company formally closed its asset purchase of the HIVE Ceramics LLC (“HIVE”) vaporization product and related intellectual property and has begun distributing the HIVE products through various wholesale distribution channels. HIVE had been in development of a ceramic product for use in the vaporization market. The development for one product line was completed in 2014. No sales of this product line were made prior to Vape’s acquisition of the HIVE ceramic product line on March 27, 2014. We determined that HIVE’s assets acquired were not deemed a business prior to being acquired by the Company under Rule 11-01(d) of Regulation S-X since there were no significant revenue activities.

Overview

General

Vape Holdings, Inc. (formerly PeopleString Corporation) (“Vape,” the “Company,” “we,” “us,” “our,” “our company”) is a holding company with its primary focus in the manufacturing and distribution of healthy and sustainable vaporization products. The Company has designed, and recently began marketing, and distributing ceramic vaporization products under a unique brand. The Company has also introduced a nonporous, non-corrosive, chemically inert medical-grade ceramic vaporization element as a healthy, sustainable alternative to traditional titanium and quartz vaporization materials, as well as lower-grade ceramic found in traditional electronic cigarettes and vaporizers. This material can be used for a wide range of applications, including stand-alone vaporization products and “E-cigs.” Electronic cigarettes come in a variety of designs ranging from those that look vastly like traditional cigarettes, to larger vaporizer units which are capable of vaporizing liquid with varying viscosity. The process of vaporization is believed to eliminate the smoke, tar, ash, and other byproducts of traditional smoking by utilizing lower temperatures in a controlled electronic environment.

HIVE Ceramics (“HIVE”) was the premier brand under the VAPE umbrella. HIVE manufactured and distributed a proprietarily blended ceramic vaporization element for torched, electronic and portable vaporizers with countless design and product crossover capabilities in existing and emerging markets. HIVE was dedicated to bringing the healthiest and cleanest vaporization experience possible to the market. The HIVE product line currently consists of over 15 distinct ceramic elements, featuring the ONYX 14mm Domeless, The HIVE x QUAVE – Ceramic Club Banger and the HIVE x Brothership Ceramic Honey Bucket. The HIVE line also showcases the 2 piece domeless, domeless direct inject, domeless and regular 10mm, 14mm and 18mm elements, Flower Cup, Carb Cap, Stinger Dabber, and the HIVE x D-Nail 16mm V2 and 20mm attachments.

The Company’s premiere brand, HIVE Ceramics has seen a significant decrease in sales due to competition in the market and restricted operations. While sales channels are still open, without a capital infusion, the revenues are not large enough to support HIVE Ceramics outside of its existing product line.

The Company intends to take on additional funding to target key brands and products in the vaporization industry as well as revamp the HIVE Ceramics operations. Diversity in the products we carry will help support the need for variety in today’s rapidly growing market. With the proper investment, we believe that there are key acquisitions and/or partnerships in the CBD market that would directly benefit The Company’s need for increased revenue and exposure.

REVIVAL PRODUCTS

On December 28, 2015, the Company created a new wholly-owned subsidiary, Revival Products, LLC (“Revival”), which is in the business of portable vaporization devices. Revival will sell disposable cartridges that complement HIVE Ceramic’s product lines utilizing its sales and distribution channels and via its own designated e-commerce site at www.revivalvapes.com. The Company ceased the Revival product line upon Justin Braun’s resignation.

Results of Operations

The results of operations information below provides details on net loss and general and administrative expenses. General and administrative expenses provide details on continuing operations and include items such as management compensation, SEC compliance, insurance, office and other general expenses.

For the Three Months Ended March 31, 2017 and 2016

Net Loss. For the three months ended March 31, 2017 and 2016, net loss was $75,752 and $3,653,032, respectively.

Revenue. For the three months ended March 31, 2017 and 2016, revenue was $45,969 and $487,400, respectively. Revenue decreased in 2017 due to a decrease in new product releases of HIVE Ceramics and a decline in our ability to generate revenues due to lack of liquidity.

Cost of Revenue. For the three months ended March 31, 2017 and 2016, cost of revenue was $25,108 and $449,306, respectively. In 2017, cost of revenue included approximately $1,400 of ceramic products costs, $4,000 of freight, $7,000 of quality assurance, and $6,000 of royalties. In 2016, cost of revenue included approximately $167,000 of ceramic products costs, $38,000 of depreciation, $4,000 of freight, $14,000 of quality assurance, $10,000 of occupancy and warehouse costs, and $73,000 of royalties.

Gross Profit. For the three months ended March 31, 2017 and 2016, gross profit was $20,861 or (45%) and $38,094 or 8%, respectively. Gross profit decreased due to write-offs of inventory due to declining revenues, higher failure rates of products than expected and obsolescence of ceramics.

Sales and Marketing. For the three months ended March 31, 2017 and 2016, sales and marketing expenses were $28,641 and $126,527, respectively. In 2017, sales and marketing expenses included approximately $17,000 of outside sales expense and $10,000 of investor relations. In 2016, sales and marketing expenses included approximately $11,000 of general advertising, $12,000 of outside sales expense, and $44,000 of payroll expenses.

Research and Development. For the three months ended March 31, 2017 and 2016, there was $0 and $11,099 in research and development expenses, respectively.

General and Administrative. For the three months ended March 31, 2017 and 2016, general and administrative expenses were $83,938 and $255,297, respectively. In 2017, general and administrative expenses included approximately $9,000 of insurance expense, $8,000 of office expense, and $163,000 of payroll expenses. In 2016, general and administrative expenses included approximately $11,000 of insurance expense, $9,000 of office expense, $112,000 of payroll expenses, $32,000 of accounting fees, and $27,000 of legal fees.

Interest Expense. For the three months ended March 31, 2017 and 2016, interest expense was $71,499 and $1,115,909, respectively. There were significant increase in conversions into common stock in 2016 versus 2015, which resulted in full accretion of discounts to interest expense upon conversion.

Interest Expense - related party. For the three months ended March 31, 2017 and 2016, related party interest expense was $4,725 and $4,778, respectively.

Change in Derivative Liabilities. For the three months ended March 31, 2017 and 2016, the gain (loss) on change in derivative liabilities was $92,190 and ($1,119,020), respectively due to the fluctuation in the stock price versus the lowest traded prices during a period of time prior to notice of conversion.

For the Six Months Ended March 31, 2017 and 2016

Net Loss. For the six months ended March 31, 2017 and 2016, net loss was $323,036 and $4,890,587, respectively.

Revenue. For the six months ended March 31, 2017 and 2016, revenue was $84,760 and $734,228, respectively. Revenue decreased in 2017 due to a decrease in new product releases of HIVE Ceramics and a decline in our ability to generate revenues due to lack of liquidity.

Cost of Revenue. For the six months ended March 31, 2017 and 2016, cost of revenue was $73,795 and $654,715, respectively. In 2017, cost of revenue included approximately $5,000 of ceramic products costs, $8,000 of freight, $12,000 of quality assurance, $13,000 of royalties, and $26,000 of obsolescence reserve. In 2016, cost of revenue included approximately $258,000 of ceramic products costs, $77,000 of depreciation, $28,000 of freight, $14,000 of quality assurance, $30,000 of occupancy and warehouse costs, and $78,000 of royalties.

Gross Profit. For the six months ended March 31, 2017 and 2016, gross profit was $10,965 or (13%) and $79,513 or 11%, respectively. Gross profit decreased due to write-offs of inventory due to declining revenues, higher failure rates of products than expected and obsolescence of ceramics.

Sales and Marketing. For the six months ended March 31, 2017 and 2016, sales and marketing expenses were $63,188 and $258,372, respectively. In 2017, sales and marketing expenses included approximately $35,000 of outside sales expense and $25,000 of investor relations. In 2016, sales and marketing expenses included approximately $13,000 of general advertising, $19,000 of outside sales expense, $35,000 of stock compensation, and $78,000 of payroll expenses.

Research and Development. For the six months ended March 31, 2017 and 2016, were $0 and $46,698, respectively. In 2016, research and development included approximately $20,000 of payroll expenses, $13,000 of benefits, and $7,000 of travel.

General and Administrative. For the six months ended March 31, 2017 and 2016, general and administrative expenses were $267,506 and $560,849, respectively. In 2017, general and administrative expenses included approximately $17,000 of insurance expense, $11,000 of office expense, $20,000 of accounting fees, and $284,000 of payroll expenses. In 2016, general and administrative expenses included approximately $23,000 of insurance expense, $22,000 of office expense, $223,000 of payroll expenses, benefits of $73,000, $35,000 of stock compensation, $44,000 of accounting fees, and $85,000 of legal fees.

Interest Expense. For the six months ended March 31, 2017 and 2016, interest expense was $142,099 and $1,549,445, respectively. There were significant increase in conversions into common stock in 2016 versus 2015, which resulted in full accretion of discounts to interest expense upon conversion.

Interest Expense - related party. For the six months ended March 31, 2017 and 2016, related party interest expense was $9,555 and $9,016, respectively.

Change in Derivative Liabilities. For the six months ended March 31, 2017 and 2016, the gain (loss) on change in derivative liabilities was $148,347 and ($1,486,424), respectively due to the fluctuation in the stock price versus the lowest traded prices during a period of time prior to notice of conversion.

Liquidity and Capital Resources

As of March 31, 2017, we had cash of $103,149 and a working capital deficit of $4,737,601 as compared to cash of $0 and a working capital deficit of $5,031,000 as of September 30, 2016. We believe our current liquidity and securities purchase commitments are not sufficient and the Company requires immediate capital to assume any sort of normal operations, let alone new business initiatives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to raise additional capital to funds immediate operating needs, and ultimately, work the Company’s creditors to restructure the convertible notes, so we can raise growth capital to reignite HIVE operations or acquiring new businesses.

We had total liabilities of $4,856,252 as of March 31, 2017, including current liabilities of $380,591 of accounts payable, $808,715 of accrued expenses, $898,673 of convertible notes payable, $15,000 of related party notes payable, $300,000 of related party convertible notes payable, $2,171,655 of derivative liabilities, and $281,618 of settlement liability. We had total liabilities of $5,100,604 as of September 30, 2016, including current liabilities of $473,654 of accounts payable, $555,994 of accrued expenses, $537,291 of convertible notes payable, $15,000 of related party notes payable, $300,000 of related party convertible notes payable, $2,755,544 of derivative liabilities, $422,000 of settlement liability, and long-term liabilities of $41,121 of convertible notes payable.

We had a total stockholders’ deficit of $4,737,601 and an accumulated deficit of $35,347,704 as of March 31, 2017.

We used $160,351 of cash in operating activities during the six months ended March 31, 2017, which was attributable to our net loss of $323,036, which was offset by $148,347 gain on change in derivative liabilities, $127,775 of accretion of debt discounts, and $183,257 of net cash provided by the change in operating assets and liabilities. We used $365,318 of cash in operating activities during the six months ended March 31, 2016, which was attributable to our net loss of $4,890,587, which was offset by $76,533 of depreciation, $1,486,424 loss on change in derivative liabilities, $1,272,481 of accretion of debt discounts, $36,000 of stock-based compensation, $31,689 of common stock issued for services, $1,058,496 of excess fair value of embedded conversion features, and $372,816 of net cash used by the change in operating assets and liabilities.

There were no investing activities during the six months ended March 31, 2017. Investing activities used $42,475 during the six months ended March 31, 2016 consisting of capital expenditures.

We had $263,500 of net cash provided by financing activities during the six months ended March 31, 2017 consisting of $263,500 from additional proceeds towards its GHS Investments convertible notes payable. We had $186,000 of net cash provided by financing activities during six months ended March 31, 2016 consisting of $90,000 of net proceeds from common stock to be issued and $96,000 of net proceeds from issuance of convertible notes payable.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

VAPE is a smaller reporting company and is therefore not required to provide this information.

VAPE is currently out of authorized shares to operate properly as this severely affects our ability to finance continued operation, make business transactions, compensate employees, and compensate vendors.

VAPE is currently involved in litigation with convertible noteholders seeking the specific performance of VAPE’s issuance of shares underlying a denied conversion notice. If the noteholders are allowed to convert their respective notes VAPE shareholders will experience substantial dilution.

VAPE is not able to pay base salaries of its officers and directors.

VAPE cannot currently pay its vendors.

VAPE does not have sufficient capital to reorder Revival products to fulfill orders ready to be placed on the books.

VAPE does not have sufficient capital to order new HIVE Ceramics products.

Item 4.

Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2017, we have a material weakness with regards to our disclosure controls and procedures not designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We plan to engage a financial expert to assist the Company with procedures related to the treatment convertible debt. We expect to resolve the material weakness during the year ended September 30, 2018.

(b) Changes in internal control over financial reporting.

We review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

(c) Management’s report on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate control over financial reporting for VAPE. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of VAPE; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of VAPE are being made only in accordance with authorizations of management and directors of VAPE; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of VAPE’s assets that could have a material effect on the consolidated financial statements.

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

Management, with the participation of our principal executive officer and principal financial and accounting officer, conducted an evaluation of the effectiveness of VAPE’s internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2016.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Union Capital, LLC, v. Vape Holdings, Inc. On February 22, 2016, a convertible promissory note holder, Union Capital, LLC (“Union”), filed suit against the Company in the United States District Court for the Southern District of New York claiming breach of contract and conversion and seeking specific performance, permanent injunction, and damages arising from the Company’s rejection of certain conversion notices submitted by Union. On February 24, 2016, the Court denied Union’s request for a TRO holding that Union failed to meet its burden of establishing irreparable harm and ordered the Company to show cause why a preliminary injunction should not be granted. The Court denied Union’s motion for a preliminary injunction. On March 31, 2017, the court ruled on the Company’s motion to dismiss and on Union’s motion for summary judgment. The court granted the Company’s motion to dismiss as it related to Union’s conversion claim but denied the Company’s motion to dismiss Union’s breach of contract claim. The court granted Union’s Motion for Summary Judgment as to the Company’s liability for breach of contract but denied Union’s motion in all other respects, including Union’s request for an award of damages, and struck down portions of Union’s note as penalty provisions. The Company and Union subsequently settled this matter without further court proceedings for $170,000 in 2017.

LG Capital Funding, LLC, v. Vape Holdings, Inc. On May 3, 2016, convertible promissory note holder LG Capital Funding, LLC, (“LG”), filed suit against the Company in the United State District Court for the Eastern District of New York claiming breach of contract and conversion and seeking a preliminary injunction and declaratory relief arising from the Company’s rejection of certain conversion notices submitted by LG. The court denied LG both a temporary restraining order and a preliminary injunction and referred the parties to mediation. At mediation, the parties agreed that the Company would pay LG the sum of $151,000 in settlement of its claims.

On or about December 1, 2016, upon LG’s request, the court entered judgment in the amount of $151,000. On or about December 10, 2016, the Company learned that LG had placed a judgment lien on the Company’s operating account. The effect of the lien was that the Company’s operating account was frozen for an amount twice the judgment, or approximately $300,000. In or around December of 2016 and continuing into early January 2017, GHS Investments, LLC, a Nevada limited liability company (“GHS”) and LG Capital negotiated a transaction whereby GHS purchased the rights to the LG Capital Convertible Promissory Note and/or the right to collect on the LG Capital judgment. On or about January 10, 2017, GHS and the Company entered into a Convertible Promissory Note in the amount of $161,000 (the “GHS Convertible Note”) which represented that amount paid by GHS to LG Capital. The GHS Convertible Note carries a 10% interest rate, is due on October 15, 2017 and is convertible into common stock of the Company at a 45% discount off the lowest trading price for the Company’s common stock during the 20 trading days immediately preceding the conversion date.

HIVE, LLC. On December 10, 2015, the Company entered into a Secured Series B Preferred Stock Convertible Promissory Note in the principal amount of $50,000 (“Series B Note”) with HIVE Ceramics, LLC (the “Holder”). The Series B Note carried an interest rate of 8.0%. The Series B Note was due and payable by the Company on December 10, 2016 (the “Maturity Date”). The Series B Note was convertible into shares of the Company’s Series B Preferred Stock at the option of Holder. The indebtedness represented by the Series B Note was secured by all the Company’s assets. The Series B Note is attached as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on December 27, 2016 (the “12/27/16 Form 8-K”) and incorporated herein by this reference.

Also, on December 10, 2015, the Company entered into an Amended and Restated Secured Series B Preferred Stock Convertible Promissory Note in the principal amount of $250,000 (“Amended Note”) with the Holder. The Amended Note amended, restated, modified and superseded that $250,000 Promissory Note, dated March 27, 2014, entered into by and between the Company and Holder, which note had a principal of $250,000 and a maturity date of February 27, 2016. The Amended Note carried an interest rate of 8.0%. The Amended Note was due and payable by the Company on December 10, 2016 (the “Maturity Date”). The Amended Note was convertible into shares of the Company’s Series B Preferred Stock at the option of Holder. The indebtedness represented by the Amended Note was secured by all the Company’s assets. The Amended Note is attached as Exhibit 10.8 to the 12/27/16 Form 8K and incorporated herein by this reference.

Justin Braune v. Vape Holdings, Inc., Ben Beaulieu and Allan Viernes. On May 16, 2017, Justin Braune, the Company’s former Chief Executive Officer filed a civil lawsuit in Los Angeles County Superior Court against the Company, Allan Viernes and Ben Beaulieu claiming breach of Mr. Braune’s employment contract, including, but not limited to failure to pay wages including deferred salary and commissions, and wages upon separation of employment and seeking damages arising from the Company’s breach. The Company and Justin Braune subsequently settled this matter without further court proceedings. On September 25, 2017, the parties participated in a full-day mediation and agreed to settle and resolve all matters including the lawsuit. On December 6, 2017, the parties entered into a Settlement Agreement whereby, the Allan Viernes and Ben Beaulieu 1) shall pay the sum of $15,000 by December 8, 2017 and the Company shall, 2) $40,000 on or before December 31, 2018, and 3) a convertible promissory note in the amount of $100,000. The convertible note and/or any shares issued in connection shall have a buyout cash value of no less than 125% of the cash value.

The Company and Holder subsequently settled this matter without further court proceedings.

Item 1A.

Risk Factors

VAPE is a smaller reporting company and is therefore not required to provide this information.

VAPE is not able to pay base salaries of its officers and directors.

VAPE cannot currently pay its vendors.

VAPE does not have sufficient capital to reorder Revival products to fulfill orders ready to be placed on the books.

VAPE does not have sufficient capital to order new HIVE Ceramics products.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

See Note 5 for subsequent conversions related to third party debt.

See Note 8 for common stock issued for wages, services, and bonuses and for $90,000 equity investment.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
3.1		Certificate of Incorporation of Vape Holdings, Inc., as amended, placed into effect on January 2, 2009, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Registration No. 333-163290) filed with the SEC on November 23, 2009.
3.2		Amended and Restated By-laws of Vape Holdings, Inc., incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (Registration No. 333-163290) filed with the SEC on November 23, 2009.
3.3		Certificate of Designation for Series A Preferred Stock, incorporated by reference to Exhibit 2.1(E) to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2014.
3.4		Certificate of Designation for Series B Preferred Stock, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2015.
10.1		Securities Purchase Agreement entered into by and between Vape Holdings, Inc. and Redwood Management, LLC dated February 10, 2015, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 17, 2015.
10.2		Unsecured Convertible Promissory Note entered into by and between Vape Holdings, Inc. and Redwood Management, LLC dated February 10, 2015, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 17, 2015.
10.3		Amendment, Waiver and Modification Agreement, dated August 13, 2015, by and among the Company and Redwood Management, LLC including any designees or assignees thereto, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2015.
10.4		Amendment to Unsecured Convertible Promissory Note, dated August 26, 2015, by and between Vape Holdings, Inc. and Typenex Co-Investment, LLC, filed as Exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2018.
10.5		Secured Series B Preferred Stock Convertible Promissory Note by and between the Company and Hive Ceramics LLC, dated December 10, 2015, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2015.
10.6		Amended and Restated Secured Series B Preferred Stock Convertible Promissory Note by and between the Company and Hive Ceramics LLC, dated December 10, 2015, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2015.

Exhibit No.		Description of Exhibit
10.7		Executive Employment Agreement, dated December 10, 2015, by and between the Company and Justin Braune, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2015.
10.8		Consulting Agreement, dated December 10, 2015, by and between the Company and Kyle Tracey, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2015.
10.9		Common Stock Purchase Agreement, dated December 10, 2015, by and between Vape Holdings, Inc. and Odyssey Research and Trading, LLC. filed as Exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2018.
10.10		Securities Purchase Agreement dated November 1, 2016, entered into by and between Vape Holdings, Inc. and Typenex Co- Investment, LLC, filed as Exhibit to Company’s Current Report on Form 8-K filed with the SEC on December 27, 2016
10.11		Convertible Promissory Note dated November 1, 2016, entered into by and between Vape Holdings, Inc. and Typenex Co- Investment, LLC, filed as Exhibit to Company’s Current Report on Form 8-K filed with the SEC on December 27, 2016
10.12		Securities Purchase Agreement dated October 28, 2016, entered into by and between Vape Holdings, Inc. and GHS Investments, LLC, filed as Exhibit to Company’s Current Report on Form 8-K filed with the SEC on December 27, 2016
10.13		Convertible Promissory Note dated October 28, 2016, entered into by and between Vape Holdings, Inc. and GHS Investments, LLC filed as Exhibit to Company’s Current Report on Form 8-K filed with the SEC on December 27, 2016
10.14		Secured Series B Preferred Stock Convertible Promissory Note between Vape Holdings, Inc. and HIVE Ceramics, LLC, in the Amount of $50,000 filed as Exhibit 10.7 to Company’s Current Report on Form 8-K filed with the SEC on December 27, 2016
10.15		Secured Amended and Restated Series B Preferred Stock Convertible Promissory Note between Vape Holdings, Inc. and HIVE Ceramics, LLC, in the amount of $250,000 filed as Exhibit 10.8 to Company’s Current Report on Form 8-K filed with the SEC on December 27, 2016
14.1		Code of Ethics, dated May 11, 2015, incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2015.
31.1		Section 302 Certification of Chief Executive Officer *
31.2		Section 302 Certification of Chief Financial Officer *
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 **
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 **
99.1		Audit Committee Charter, dated May 11, 2015, incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2015.
99.2		Compensation Committee Charter, dated May 11, 2015, incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2015.
99.3		Insider Trading Policy, dated May 11, 2015, incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2015.
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Schema *
101.CAL		XBRL Taxonomy Calculation Linkbase *
101.DEF		XBRL Taxonomy Definition Linkbase *
101.LAB		XBRL Taxonomy Label Linkbase *
101.PRE		XBRL Taxonomy Presentation Linkbase *

*	Filed concurrently herewith

**	The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompanying this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Vape Holdings, Inc., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

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

	Vape Holdings, Inc.
	Registrant

Dated: May 25, 2018	/s/ Benjamin Beaulieu
	Benjamin Beaulieu
	Chief Executive Officer
	(Principal Executive Officer)

Dated: May 25, 2018	/s/ Allan Viernes
	Allan Viernes
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Vape Holdings, Inc. 10-Q