Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Regenicin, Inc. | |
Entity Central Index Key | 1412659 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 143,377,001 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEET
CONSOLIDATED BALANCE SHEET (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
CURRENT ASSETS | ||
Cash | $2,123,382 | $492 |
Prepaid expenses and other current assets | 101,956 | 49,462 |
Common stock of Amarantus Corporation | 1,500,000 | |
Deferred income taxes | 2,829,000 | |
Total current assets | 3,725,338 | 2,878,954 |
Intangible assets | 7,500 | |
Total assets | 3,725,338 | 2,886,454 |
CURRENT LIABILITIES | ||
Accounts payable | 368,116 | 1,393,605 |
Accrued expenses | 1,717,383 | 1,991,332 |
Note payable - insurance financing | 12,387 | 51,613 |
Bridge financing | 175,000 | 450,000 |
Convertible promissory notes (net of discount of $-0- and $20,645) | 295,617 | |
Loan payable | 10,000 | 10,000 |
Loans payable - related parties | 209,607 | 205,817 |
Derivative liabilities | 5,164 | |
Total current and total liabilities | 2,492,493 | 4,403,148 |
STOCKHOLDERS EQUITY (DEFICIENCY) | ||
Series A 10% Convertible Preferred stock, $0.001 par value, 5,500,000 shares authorized; 885,000 issued and outstanding | 885 | 885 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 157,030,746 and 139,598,152 issued, respectively; 152,602,386 and 135,169,792 outstanding, respectively | 157,033 | 139,601 |
Common stock to be issued; 880,664 and 10,367,094 shares | 43,942 | 402,040 |
Additional paid-in capital | 9,780,012 | 8,897,799 |
Accumulated deficit | -7,244,599 | -10,952,591 |
Accumulated other comprehensive loss | -1,500,000 | |
Less: treasury stock; 4,428,360 shares at par | -4,428 | -4,428 |
Total stockholders equity (deficiency) | 1,232,845 | -1,516,694 |
Total liabilities and stockholders equity (deficiency) | $3,725,338 | $2,886,454 |
CONSOLIDATED_BALANCE_SHEET_Par
CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, Par Value | $0.00 | $0.00 |
Series A Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 |
Series A Preferred Stock, Issued and outstanding | 885,000 | 885,000 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Issued | 157,030,746 | 139,598,152 |
Common Stock, Outstanding | 152,602,386 | 135,169,792 |
Common Stock, To Be Issued | 880,664 | 10,367,094 |
Treasury Stock, Issued | 4,428,360 | 4,428,360 |
Convertible promissory note discount | $0 | $20,645 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
Research and development | 33,400 | 33,400 | ||
General and administrative | 266,531 | 288,230 | 406,817 | 459,944 |
Stock based compensation general and administrative | 32,365 | 32,365 | 27,556 | |
Reversal of accounts payable - Lonza | -973,374 | |||
Total operating expenses | 332,296 | 288,230 | -500,792 | 487,500 |
Income (loss) from operations | 332,296 | 288,230 | 500,798 | 487,500 |
Other income (expenses) | ||||
Interest expense, including amortization of debt discounts and beneficial conversion features | -9,057 | -86,033 | -40,001 | -129,981 |
Gain on sale of assets | 2,500,000 | 6,604,431 | ||
Gain (loss) on derivative liabilities | 30,995 | -528,230 | 226,724 | |
Total other income (expenses) | 2,490,943 | -55,038 | 6,036,200 | 96,743 |
Income (loss) before income taxes | 2,158,647 | -343,268 | 6,536,992 | -390,757 |
Income taxes | 863,300 | 2,829,000 | ||
Net income (loss) | 1,295,347 | -343,268 | 3,707,992 | -390,757 |
Preferred stock dividends | -17,458 | -17,458 | -35,303 | -35,303 |
Net income (loss) attributable to common stockholders | $1,277,889 | ($360,726) | $3,672,689 | ($426,060) |
Income (loss) per share Basic | $0.01 | $0 | $0.02 | $0 |
Income (loss) per share Diluted | ($0.01) | $0 | $0.02 | $0 |
Weighted average number of shares outstanding Basic | 153,457,176 | 131,213,492 | 153,041,442 | 127,893,418 |
Weighted average number of shares outstanding Diluted | 162,307,176 | 131,213,492 | 161,891,442 | 127,893,418 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated Statements Of Comprehensive Income Loss | ||||
Net income (loss) | $1,295,347 | ($343,268) | $3,707,992 | ($390,757) |
Other comprehensive loss | ||||
Change in unrealized gains on available-for-sale securities, net of income taxes | -1,500,000 | -1,500,000 | ||
Comprehensive income (loss) | ($204,653) | ($343,268) | $2,207,992 | ($390,757) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $3,707,992 | ($390,757) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Deferred income taxes | 282,900 | |
Amortization of debt discounts | 7,675 | 117,386 |
Accrued interest on notes and loans payable | -11,477 | 34,452 |
Amortization of beneficial conversion features | 32,511 | |
Original interest discount on convertible note payable | 6,799 | |
Stock based compensation | 32,365 | 27,556 |
(Gain) loss on derivative liabilities | 528,230 | -226,724 |
Gain on sale of assets | -6,604,431 | |
Reversal of accounts payable | -973,374 | |
Other gain related to derivative liabilities | -63,095 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | -52,494 | 36,182 |
Accounts payable | -372,365 | 119,507 |
Accrued expenses | -247,795 | 187,358 |
Net cash used in operating activities | -1,156,674 | -118,825 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of assets | 3,600,000 | |
Purchase of Intangible assets | -10,000 | |
Net cash provided by investing activities | 3,590,000 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of notes payable | 100,000 | |
Proceeds from loans from related parties | 23,330 | 33,500 |
Repayments of notes payable | -275,000 | |
Repayments of loans from related party | -19,540 | |
Repayments of notes payable - insurance financing | -39,226 | -34,576 |
Proceeds from the sale of common stock | 640 | |
Net cashprovided by financing activities | -310,436 | 99,564 |
NET INCREASE IN CASH | 2,122,890 | -19,261 |
CASH - BEGINNING OF PERIOD | 492 | 22,500 |
CASH - END OF PERIOD | 2,123,382 | 3,239 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 85,344 | 2,813 |
Cash paid for income taxes | ||
Non-cash activities: | ||
Sales of assets | 6,600,000 | |
Common Stock of Amarantus received | -3,000,000 | |
Cash received | 3,600,000 | |
Preferred stock dividends | 35,303 | 35,303 |
Shares issued/to be issued in connection with conversion of debt and accrued interest | 348,586 | 166,020 |
Beneficial conversion feature and warrant value on bridge financing | 75,000 | |
Derivative liabilities reclassified to additional paid-in capital | 533,394 | 62,068 |
Common stock issued for accrued expenses | $35,851 |
THE_COMPANY
THE COMPANY | 6 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY | The Company’s business plan is to develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of burns, chronic wounds and a variety of plastic surgery procedures |
The Company entered into a Know-How License and Stock Purchase Agreement (the “Know-How SPA”) with Lonza Walkersville, Inc. (“Lonza Walkersville”) on July 21, 2010. Pursuant to the terms of the Know-How SPA, the Company paid Lonza Walkersville $3,000,000 and, in exchange, the Company was to receive an exclusive license to use certain proprietary know-how and information necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for the commercial sale of technology held by the Cutanogen Corporation (“Cutanogen”), a subsidiary of Lonza Walkersville. Additionally, pursuant to the terms of the Know-How SPA, the Company was entitled to receive certain related assistance and support from Lonza Walkersville upon payment of the $3,000,000. Under the Know-How SPA, once FDA approval was secured for the commercial sale of the technology, the Company would be entitled to acquire Cutanogen, Lonza Walkersville’s subsidiary, for $2,000,000 in cash. | |
After prolonged attempts to negotiate disputes with Lonza Walkersville failed, on September 30, 2013, the Company filed a lawsuit against Lonza Walkersville, Lonza Group Ltd. (“Lonza Group”) and Lonza America, Inc. (“Lonza America”) (collectively, the “Defendant”) in Fulton County Superior Court in the State of Georgia. | |
On November 7, 2014, the Company entered into an Asset Sale Agreement (the “Sale Agreement”) with Amarantus Bioscience Holdings, Inc., (“Amarantus”). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza Walkersville and Lonza America, Inc. (the “Lonza Litigation”). This includes all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company agreed to sell the PermaDerm® trademark and related intellectual property rights associated with it. The purchase price paid by Amarantus was: (i) $3,600,000 in cash, and (ii) shares of common stock in Amarantus having a value of $3,000,000. See Note 4 for a further discussion. | |
The Company intends to use the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval of the products through the U.S. Food and Drug Administration. We have been developing our own unique cultured skin substitute since we received Lonza’s termination notice. |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION | Interim Financial Statements: | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending September 30, 2015. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2014, as filed with the Securities and Exchange Commission. | ||
Going Concern: | ||
The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Although the Company has received cash flows from the Sale Agreement, it does not have a source of revenue and is incurring routine expenses. The Company expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include continuing to finance operations through the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether the Company will be able to achieve these objectives. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | ||
Financial Instruments and Fair Value Measurement: | ||
The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs, used in the valuation methodologies in measuring fair value: | ||
• | Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
• | Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
• | Level 3 - Unobservable inputs which are supported by little or no market activity. | |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||
The carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes payable in the Company’s consolidated balance sheets approximated their values as of March 31, 2015 and September 30, 2014 due to their short-term nature. | ||
Common stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in net income. Unrealized gains and losses are reported as other comprehensive income and are included in equity. | ||
The common stock of Amarantus is restricted from sale for six months from acquisition pursuant to Security and Exchange Commission Rule 144. Accordingly, the stock is valued at the closing price reported on the active market on which the security is traded less a discount for the restrictions. This valuation methodology is considered to be using Level 2 inputs. The total value of Amarantus common stock at March 31, 2015 is $1,500,000. The unrealized loss for the six months ended March 31, 2015 was $1,500,000 net of income taxes, and was reported as a component of comprehensive income. | ||
The Company issued notes payable that contained conversion features which were accounted for separately as derivative liabilities and measured at fair value on a recurring basis. Changes in fair value are charged to other income (expenses) as appropriate. The fair value of the derivate liabilities was determined based on Level 2 inputs utilizing observable quoted prices for similar instruments in active markets and observable quoted prices for identical or similar instruments in markets that are not very active. Derivative liabilities totaled $-0- and $5,164 as of March 31, 2015 and September 30, 2014, respectively. See Note 6 - Notes Payable - Convertible Promissory Notes for additional information. | ||
Recent Pronouncements: | ||
Management does not believe that any of the recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
INCOME_LOSS_PER_SHARE
INCOME (LOSS) PER SHARE | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
INCOME (LOSS) PER SHARE | Basic income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. The following table summarizes the components of the income (loss) per common share calculation: | ||||||||||||||||
Six Months Ended | Three Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Income (Loss) Per Common Share - Basic: | |||||||||||||||||
Net income (loss) available to common stockholders | $ | 3,672,689 | $ | (426,060 | ) | $ | 1,277,889 | $ | (360,726 | ) | |||||||
Weighted-average common shares outstanding | 153,041,442 | 127,893,418 | 153,457,176 | 131,213,492 | |||||||||||||
Basic income (loss) per share | $ | 0.02 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | |||||||
Income (Loss) Per Common Share - Diluted: | |||||||||||||||||
Net income (loss) available to common stockholders | $ | 3,672,689 | $ | (426,060 | ) | $ | 1,277,889 | $ | (360,726 | ) | |||||||
Weighted-average common shares outstanding | 153,041,442 | 127,893,418 | 153,457,176 | 131,213,492 | |||||||||||||
Convertible preferred stock | 8,850,000 | — | 8,850,000 | — | |||||||||||||
Weighted-average common shares outstanding and common share equivalents | 161,891,442 | 127,893,418 | 162,307,176 | 131,213,492 | |||||||||||||
Diluted income (loss) per share | $ | 0.02 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | |||||||
The following securities have been excluded from the diluted per share calculation for the six and three months ended March 31, 2015 because the exercise price was greater than the average market price of the common shares: | |||||||||||||||||
Options | 15,542,688 | ||||||||||||||||
Warrants | 3,061,667 | ||||||||||||||||
The following securities have been excluded from the calculation of net loss per share for the six and three months ended March 31, 2014, as their effect would be anti-dilutive: | |||||||||||||||||
Options | 5,542,688 | ||||||||||||||||
Warrants | 4,111,167 | ||||||||||||||||
Convertible preferred stock | 17,700,000 | ||||||||||||||||
Convertible debentures | 30,022,775 |
SALE_OF_ASSET
SALE OF ASSET | 6 Months Ended | ||
Mar. 31, 2015 | |||
Notes to Financial Statements | |||
SALE OF ASSET | On November 7, 2014, the Company entered into a Sale Agreement with Amarantus, Clark Corporate Law Group LLP ("CCLG") and Gordon & Rees, LLP (“Gordon & Rees”). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza Walkersville and Lonza America, Inc. These include all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company has agreed to sell its PermaDerm® trademark and related intellectual property rights associated with it. The purchase price to be paid by Amarantus was of: (i) $3,500,000 in cash, and (ii) shares of common stock in Amarantus having a value of $3,000,000. A portion of the cash purchase price is allocated to repay debt. On January 30, 2015, the agreement was amended whereby the cash portion of the purchase price was increased by $100,000 to $3,600,000 and the final payment was extended to February 20, 2015. The final payment of $2,500,000 was made on February 24, 2015. | ||
The cash portion of the sale price was paid as follows: | |||
1 | $300,000 to the Company and $200,000 to CCLG at closing. | ||
2 | $150,000 to the Company and $100,000 to CCLG on or before December 31, 2014. | ||
3 | $75,000 to the Company and $25,000 to CCLG on January 31, 2015. | ||
4 | $250,000 to the Company on February 10, 2015. | ||
5 | $2,300,000 to the Company and $200,000 to CCLG on February 20, 2014 | ||
The payments to CCLG, satisfied in full the obligations owed to CCLG under its secured promissory note. The $3,000,000 in Amarantus common stock was satisfied by the issuance of 37,500,000 shares of Amarantus common stock from Amarantus to the Company. In addition to the sale price, Amarantus paid Gordon & Rees $450,000 at closing. The payment to Gordon & Rees was to satisfy in full all contingent litigation fees and costs owed to Gordon & Rees in connection with the Lonza Litigation. | |||
The Company recorded a gain on sale of $6,604,431 for the six months ended March 31, 2015 with $2,500,000 of the gain recognized in the three months ended March 31, 2015. In addition, as a result as a result of the Sale Agreement, the Company determined that it is no longer liable for accounts payable to Lonza in the amount of $973,374. The amount has been written-off and is included in operating expenses. | |||
The Company also granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment of patients designated as severely burned by the FDA developed by the Company. Amarantus can exercise this option at a cost of $10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES ASSETS | As discussed in Note 1, the Company paid $3,000.000 to Lonza in 2010 to purchase an exclusive know-how license and assistance in gaining FDA approval. The $3,000,000 payment was recorded as an intangible asset. Due to ongoing disputes and pending any settlement of the lawsuit, the Company subsequently determined that the value of the intangible asset and related intellectual property had been fully impaired. As a result, the Company wrote down the value of the intangible asset to $0 during the year ended September 30, 2013. |
The Company paid $7,500 in August 2010 and $10,000 in November 2014 to obtain the rights to the trademarks PermaDerm® and TempaDerm® from KJR-10 Corp. | |
As discussed in Note 4, the Company sold all its intangible assets on November 7, 2014. At September 30, 2014, intangible assets totaled $7,500. |
LOANS_PAYABLE_RELATED_PARTIES
LOANS PAYABLE - RELATED PARTIES | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
LOANS PAYABLE | Loan Payable: |
In February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both March 31, 2015 and September 30, 2014, the loan payable totaled $10,000. | |
Loans Payable - Related Parties: | |
In October 2011, Craig Eagle, a director of the Company, made advances to the Company. The loan bears interest at 5% and is due on demand. At both December 31, 2014 and September 30, 2014, the loan balance was $38,221. | |
John Weber, the Company’s Chief Financial Officer, has made advances to the Company. The loan bears interest at 5% and is due on demand. At March 31, 2015 and September 30, 2014, the loan balance was $141,430 and $122,100, respectively. | |
In March through September 2014, the Company received other advances from related parties totaling $35,696. The loan bears interest at 5% and is due on demand. At March 31, 2015 and September 30, 2014 the loan balances were $29,956 and $45,496, respectively. | |
At March 31, 2015 and September 30, 2014, loans payable - related parties totaled $209,607 and $205,817, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 6 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTES PAYABLE | Insurance Financing Note: |
In September 2014, the Company financed certain insurance premiums totaling $51,613. The note requires an initial down payment of $10,322 and is payable over a nine-month term with interest at 6.45%. At March 31, 2015 and September 30, 2014, the balance owed under the note was $12,387 and $51,613, respectively. | |
Bridge Financing: | |
On December 21, 2011, the Company issued a $150,000 promissory note (“Note 2”) to an individual. Note 2 bears interest so that the Company would repay $175,000 on the maturity date of June 21, 2012, which correlated to an effective rate of 31.23%. Additional interest of 10% will be charged on any late payments. Note 2 was not paid at the maturity date and the Company is incurring additional interest described above. At both March 31, 2015 and September 30, 2014, the Note 2 balance was $175,000. | |
In May 2013, the Company issued a convertible promissory note (“Note 29”) totaling $25,000 to an individual. Note 29 bore interest at the rate of 8% per annum and was due in November 2013. Note 29 and accrued interest thereon were convertible into shares of common stock at the rate of $0.05 per share and automatically converted on the maturity date unless paid sooner by the Company. The Company did not record a discount for the conversion feature as the conversion price was greater than the price of the common stock on the issuance date. At maturity, the principal and interest were scheduled to convert to 520,055 shares of common stock but the individual waived the conversion of the principal and accrued interest. At September 30, 2014 the Note 29 balance was $25,000. In February 2015 the loan was repaid full. | |
In August 2013, the Company issued convertible promissory notes (“Note 35-36”) totaling $250,000 to two individuals. The notes bore interest at the rate of 8% per annum and were due in August 2014. The principal and accrued interest thereon were convertible into shares of common stock at the rate of $0.03 per share and automatically convert on the maturity dates unless paid sooner by the Company. The Company did not record discounts for the conversion features as the conversion prices were greater than the prices of the common stock on the issuance dates. At maturity, the principal and interest were scheduled to automatically convert into 4,500,000 shares of common stock but the individuals waived the conversion of the principal and accrued interest. In November 2014 the Company repaid $25,000 of principal on each note. At December 31, 2014, the balance of Notes 35-36 was $250,000. In February 2015 the remaining $225,000 of principal was repaid. | |
Convertible Promissory Note: | |
In October 2012, the Company issued a promissory note to a financial institution (the “Lender”) to borrow up to a maximum of $225,000. The note bears interest so that the Company would repay a maximum of $250,000 at maturity, which correlated to an effective rate of 10.59%. From inception until February 2014, the Company received $175,000. Material terms of the note include the following: | |
1. The Lender may make additional loans in such amounts and at such dates at its sole discretion. | |
2. The maturity date of each loan is one year after such loan is received. | |
3. The original interest discount is prorated to each loan received. | |
4. Principal and accrued interest is convertible into shares of the Company’s common stock at the lesser of $0.069 or 65%-70% (as defined) of the lowest trading price in the 25 trading days previous to the conversion. | |
5. Unless otherwise agreed to in writing by both parties, at no time can the Lender convert any amount of the principal and/or accrued interest owed into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding. | |
6. There is a one-time interest payment of 10% of amounts borrowed that is due at the maturity date of each loan. | |
7. At all times during which the note is convertible, the Company shall reserve from its authorized and unissued common stock to provide for the issuance of common stock under the full conversion of the promissory note. The Company will at all times reserve at least 13,000,000 shares of its common stock for conversion. | |
8. The Company agreed to include on its next registration statement it files, all shares issuable upon conversion of balances due under the promissory note. Failure to do so would result in liquidating damages of 25% of the outstanding principal balance of the promissory note but not less than $25,000. | |
In October 2014, the remaining balance due on these notes of $9,592 plus accrued interest of $1,499 was converted into 7,920,291 shares of the Company’s common stock. | |
The conversion feature contained in the promissory note is considered to be an embedded derivative. The Company bifurcated the conversion feature and recorded a derivative liability on the consolidated balance sheet. The Company recorded the derivative liability equal to its estimated fair value. Such amount was also recorded as a discount to the convertible promissory note and is being amortized to interest expense using the effective interest method. For the six months ended March 31, 2015 and 2014, amortization of the debt discount amounted to $7,675 and $34,748, respectively. At March 31, 2015 and September 30, 2014, the unamortized discount was $0 and $7,675, respectively. | |
The Company is required to mark-to-market the derivative liability at the end of each reporting period. For the six and three months ended March 31, 2015, the Company recorded a gain on the change in fair value of the conversion option of $5,163 and $-0-, respectively. For the six and three months ended March 31, 2014, the Company recorded a gain on the change in fair value of the conversion option of $75,174 and $26,252, respectively. As of March 31, 2015 and September 30, 2014 the fair value of the conversion option was $0 and $5,164, respectively. | |
In May 2013, the Company issued a convertible promissory note totaling $293,700 to CCLG in lieu of amounts payable. The note bears interest at the rate of 12% per annum and was originally due November 21, 2013. The maturity date of the note was extended to August 31, 2014. The note is secured by all of the assets of the Company. The note and accrued interest are convertible into shares of common stock at a conversion rate of the lower of $0.04 per share or 80% of the average of the lowest three trading prices in the 20 trading days previous to the conversion but the number of shares that can be issued is limited as defined in the note agreement. In addition, the Company issued a five-year warrant to purchase an additional 50,000 shares of common stock at a per share exercise price of the lower of $0.04 per share or 80% of the average of the lowest three trading prices in the 20 trading days previous to the conversion. The note was not paid at the maturity date but no action was taken by CCLG. During the period from October 1, 2014 through February 25, 2015, the Company repaid the total amount outstanding. | |
The conversion features contained in the promissory note and the warrant were considered to be embedded derivatives. The Company bifurcated the conversion features and recorded derivative liabilities on the consolidated balance sheet. The Company recorded the derivative liabilities equal to their estimated fair value. Such amount was also recorded as a discount to the convertible promissory note and was amortized to interest expense using the effective interest method. For the six months ended March 31, 2014, amortization of the debt discount amounted to $82,638. The debt discount was fully amortized as of September 30, 2014. | |
The Company is required to mark-to-market the derivative liabilities at the end of each reporting period. For the six and three months ended March 31, 2015, the Company recorded a gain (loss) on the change in fair value of the conversion option of $(363,158) and $165,072, respectively. For the six and three months ended March 31, 2014, the Company recorded a gain on the change in fair value of the conversion option of $151,550 and $87,446, respectively. As of March 31, 2015 and September 30, 2014, the fair value of the conversion option was $-0- and $5,164, respectively. | |
At March 31, 2015 and September 30, 2014, the balance of the convertible note was $-0- and $293,700, respectively. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | The Company did not incur current tax expense for both the six months ended March 31, 2015 and 2014. The provision for income taxes of $2,829,000 for the six months ended March 31, 2015 represents deferred taxes. There was no provision for the six months ended March 31, 2014. | ||||||||
At March 31, 2015, the Company had available approximately $3 million of net operating loss carry forwards which expire in the years 2028 through 2033. | |||||||||
Significant components of the Company’s deferred tax assets at March 31, 2015 and September 30, 2014 are as follows: | |||||||||
31-Mar-15 | 30-Sep-14 | ||||||||
Net operating loss carry forwards | $ | 1,779,045 | $ | 2,850,535 | |||||
Unrealized capital loss on available for sale securities | — | ||||||||
Intangible assets | 600,000 | 1,200,000 | |||||||
Stock based compensation | 355,265 | 355,265 | |||||||
Accrued expenses | 450,456 | 539,912 | |||||||
Total deferred tax assets | 3,184,766 | 4,945,712 | |||||||
Valuation allowance | (3,184,766 | ) | (2,116,712 | ) | |||||
Net deferred tax assets | $ | — | $ | 2,829,000 | |||||
Due to the uncertainty of their realization, a valuation allowance has been established for a portion of the income tax benefit for these deferred tax assets. | |||||||||
At both March 31, 2015 and September 30, 2014, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of March 31, 2015 and 2014, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. | |||||||||
The Company files its federal income tax returns under a statute of limitations. The 2011 through 2014 tax years generally remain subject to examination by federal tax authorities. The Company has not filed any of its state income tax returns since inception. Due to recurring losses, management believes that once such returns are filed, the Company would incur state minimum tax liabilities that were not deemed material to accrue. |
STOCKHOLDERS_DEFICIENCY
STOCKHOLDERS DEFICIENCY | 6 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS (DEFICIENCY) EQUITY | Preferred Stock: |
Series A | |
Series A Preferred pays a dividend of 8% per annum on the stated value and have a liquidation preference equal to the stated value of the shares. Each share of Preferred Stock has an initial stated value of $1 and was convertible into shares of the Company’s common stock at the rate of 10 for 1. | |
The dividends are cumulative commencing on the issue date whether or not declared. Dividends amounted to $35,303 and $17,458 for both the six and three months March 31, 2015, and 2014 respectively. At March 31, 2015 and September 30, 2014, dividends payable total $286,545 and $251,242, respectively, and are included in accrued expenses. | |
At both March 31, 2015 and September 30, 2014, 885,000 shares of Series A Preferred were outstanding. | |
Series B | |
On January 23, 2012, the Company designated a new class of preferred stock called Series B Convertible Preferred Stock (“Series B Preferred”). Four million shares have been authorized with a liquidation preference of $2.00 per share. Each share of Series B Preferred is convertible into ten shares of common stock. Holders of Series B Convertible Preferred Stock have a right to a dividend (pro-rata to each holder) based on a percentage of the gross revenue earned by the Company in the United States, if any, and the number of outstanding shares of Series B Convertible Preferred Stock, as follows: Year 1 - Total Dividend to all Series B holders =03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders =02 x Gross Revenue in the U.S. Year 3 - Total Dividend to all Series B holders =01 x Gross Revenue in the U.S. At March 31, 2015, no shares of Series B Preferred are outstanding. | |
Common Stock Issuances: | |
In October 2014, the Company issued 7,920,291 shares of its common stock for the conversion of principal and accreted interest owed to the Lender. $7,920 was credited to common stock and $3,171 to additional paid in capital. | |
On March 31, 2015, the Company issued 9,486,430 shares of its common stock that had previously been classified as common stock to be issued upon conversion of principal and accrued interest owed to a lender. $9,512 was credited to common stock and $348,586 was credited to additional paid in capital. | |
Stock-Based Compensation: | |
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505, “Equity ”. Costs are measured at the estimated fair value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505. | |
On January 6, 2011, the Company approved the issuance of 885,672 options to each of the four members of the board of directors at an exercise price of $0.62 per share that expire on December 22, 2015. On December 10, 2013, the exercise price of the options was changed to $0.035 per share. As a result, the Company revalued the options as required under generally accepted accounting principles and recognized an expense of $27,556. The options were revalued utilizing the Black-Scholes option pricing model with the following assumptions: exercise price: $0.035 - $0.62; expected volatility: 20.71%; risk-free rate: 0.13% - 0.14%; expected term: 1 year. | |
On January 15, 2015, the Company entered into a stock option agreement with an officer of the Company. The agreement grants the Officer an option to purchase 10 million shares of common stock at $0.02 per share. The agreement expires on January 15, 2019. The options were valued utilizing the Black-Scholes option pricing model with the following assumptions: exercise price: $0.02; expected volatility: 22.16%; risk-free rate: .75%; expected term: 3 years. The grant date fair value was $0.02 and the options vest immediately. | |
The expected life is the number of years that the Company estimates, based upon history, that warrants will be outstanding prior to exercise or forfeiture. Expected life is determined using the “simplified method” permitted by Staff Accounting Bulletin No. 107. The stock volatility factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Company’s common stock as the Company’s common stock had not been trading for the sufficient length of time to accurately compute its volatility when these options were issued. | |
Stock based compensation amounted to $32,365 for both the six and three months ended March 31, 2015, respectively and $27,556 and $0 for the six and three months ended March 31, 2014, respectively. Stock based compensation is included in general and administrative expenses. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The Company’s principal executive offices are located in Little Falls, New Jersey. The headquarters is located in the offices of McCoy Enterprises LLC, an entity controlled by Mr. McCoy. |
The Company also maintains an office in Pennington, New Jersey, which is the materials and testing laboratory. An employee of the Company is an owner of Materials Testing Laboratory. | |
No rent is charged for either premise. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date of this filing. |
INCOME_LOSS_PER_SHARE_Tables
INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Schedule of Income Loss per Common Share | Six Months Ended | Three Months Ended | |||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Income (Loss) Per Common Share - Basic: | |||||||||||||||||
Net income (loss) available to common stockholders | $ | 3,672,689 | $ | (426,060 | ) | $ | 1,277,889 | $ | (360,726 | ) | |||||||
Weighted-average common shares outstanding | 153,041,442 | 127,893,418 | 153,457,176 | 131,213,492 | |||||||||||||
Basic income (loss) per share | $ | 0.02 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | |||||||
Income (Loss) Per Common Share - Diluted: | |||||||||||||||||
Net income (loss) available to common stockholders | $ | 3,672,689 | $ | (426,060 | ) | $ | 1,277,889 | $ | (360,726 | ) | |||||||
Weighted-average common shares outstanding | 153,041,442 | 127,893,418 | 153,457,176 | 131,213,492 | |||||||||||||
Convertible preferred stock | 8,850,000 | — | 8,850,000 | — | |||||||||||||
Weighted-average common shares outstanding and common share equivalents | 161,891,442 | 127,893,418 | 162,307,176 | 131,213,492 | |||||||||||||
Diluted income (loss) per share | $ | 0.02 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | |||||||
Schedule Of Income Loss per Common Share Exclusions | The following securities have been excluded from the diluted per share calculation for the six and three months ended March 31, 2015 because the exercise price was greater than the average market price of the common shares: | ||||||||||||||||
Options | 15,542,688 | ||||||||||||||||
Warrants | 3,061,667 | ||||||||||||||||
The following securities have been excluded from the calculation of net loss per share for the six and three months ended March 31, 2014, as their effect would be anti-dilutive: | |||||||||||||||||
Options | 5,542,688 | ||||||||||||||||
Warrants | 4,111,167 | ||||||||||||||||
Convertible preferred stock | 17,700,000 | ||||||||||||||||
Convertible debentures | 30,022,775 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 6 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Deferred Tax Assets | 31-Mar-15 | 30-Sep-14 | |||||||
Net operating loss carry forwards | $ | 1,779,045 | $ | 2,850,535 | |||||
Unrealized capital loss on available for sale securities | — | ||||||||
Intangible assets | 600,000 | 1,200,000 | |||||||
Stock based compensation | 355,265 | 355,265 | |||||||
Accrued expenses | 450,456 | 539,912 | |||||||
Total deferred tax assets | 3,184,766 | 4,945,712 | |||||||
Valuation allowance | (3,184,766 | ) | (2,116,712 | ) | |||||
Net deferred tax assets | $ | — | $ | 2,829,000 | |||||
THE_COMPANY_Details_Narrative
THE COMPANY (Details Narrative) (USD $) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Payment to Acquire Intangible Assets | $10,000 | |
Purchase Price | 3,600,000 | |
Sale Agmt | ||
Date of Agreement | 7-Nov-14 | |
Purchase Price | 3,500,000 | |
Know How SPA | ||
Date of Agreement | 21-Jul-10 | |
Payment to Acquire Intangible Assets | 3,000,000 | |
Payment to Acquire Subsidiary | $2,000,000 |
BASIS_OF_PRESENTATION_Details_
BASIS OF PRESENTATION (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Common stock of Amarantus Corporation | $1,500,000 | $1,500,000 | |||
Change in unrealized gains on available-for-sale securities, net of | -1,500,000 | -1,500,000 | |||
Derivative liabilities | $5,164 |
Schedule_of_Income_Loss_per_Co
Schedule of Income Loss per Common Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income (Loss) Per Common Share Basic | ||||
Net income (loss) attributable to common stockholders | $1,277,889 | ($360,726) | $3,672,689 | ($426,060) |
Weighted average number of shares outstanding Basic | 153,457,176 | 131,213,492 | 153,041,442 | 127,893,418 |
Basic income (loss) per share | $0.01 | $0 | $0.02 | $0 |
Income (Loss) Per Common Share Diluted | ||||
Net income (loss) attributable to common stockholders | 1,277,889 | -360,726 | 3,672,689 | -426,060 |
Weighted average number of shares outstanding Basic | 153,457,176 | 131,213,492 | 153,041,442 | 127,893,418 |
Convertible preferred stock | $8,850,000 | $8,850,000 | ||
Weighted average number of shares outstanding Diluted | 162,307,176 | 131,213,492 | 161,891,442 | 127,893,418 |
Income (loss) per share Diluted | ($0.01) | $0 | $0.02 | $0 |
LOSS_PER_SHARE_Schedule_Of_Inc
LOSS PER SHARE - Schedule Of Income Loss per Common Share Exclusions (Details) | Mar. 31, 2015 |
Exclusions - Calcs | |
Options | 5,542,688 |
Warrants | 4,111,167 |
Convertible preferred stock | 17,700,000 |
Convertible debentures | 30,022,775 |
Exclusions - Diluted Calcs | |
Options | 15,542,688 |
Warrants | 3,061,667 |
SALE_OF_ASSET_Details_Narrativ
SALE OF ASSET (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 2 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | |
Common Stock of Amarantus received | ($3,000,000) | ||||
Purchase Price | 3,600,000 | ||||
Gain on sale of assets | 2,500,000 | 6,604,431 | |||
Sale Agmt | |||||
Date of Agreement | 7-Nov-14 | ||||
Common Stock of Amarantus received | 3,000,000 | ||||
Purchase Price | 3,500,000 | ||||
Common Stock of Amarantus received, shares | 37,500,000 | ||||
Sale Agmt Amendment | |||||
Date of Agreement | 30-Jan-15 | ||||
Purchase Price | 3,600,000 | ||||
Exclusive License Grant | |||||
Purchase Price | $10,000,000 | ||||
Option, Term | P5Y | ||||
Royalty Fee | 5.00% |
INTANGIBLE_ASSETS_Details_Narr
INTANGIBLE ASSETS (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2010 | Sep. 30, 2014 | |
Payment to Acquire Intangible Assets | $10,000 | |||
Intangible assets | 7,500 | |||
Know How SPA | ||||
Date of Agreement | 21-Jul-10 | |||
Payment to Acquire Intangible Assets | 3,000,000 | |||
KJR 10 Corp | ||||
Payment to Acquire Intangible Assets | $7,500 |
LOANS_PAYABLE_RELATED_PARTIES_
LOANS PAYABLE - RELATED PARTIES (Details Narrative) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 |
Loan payable | $10,000 | $10,000 | |
Loans payable - related parties | 209,607 | 205,817 | |
Chief Executive Officer | |||
Loans payable - related parties | 25,000 | ||
Chief Financial Officer | |||
Loans payable - related parties | 17,500 | ||
Director | |||
Loans payable - related parties | 38,221 | 38,221 | |
Interest rate | 5.00% | ||
Related Party Other | |||
Loans payable - related parties | $29,956 | $45,496 | $35,696 |
Interest rate | 5.00% | 5.00% |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 6 Months Ended | 17 Months Ended | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2014 | Jan. 13, 2015 | Sep. 30, 2014 | |
Note payable - insurance financing | $12,387 | $51,613 | |||
Insurance Financing #2 | |||||
Date of Agreement | 30-Sep-14 | ||||
Note payable - insurance financing | 51,613 | ||||
Note payable - insurance financing, down payment | 10,322 | ||||
Debt Instrument, Principal | 12,387 | 51,613 | |||
Interest rate | 6.45% | ||||
Promissory Note 2 | |||||
Date of Note | 21-Dec-11 | ||||
Convertible Notes Payable | 150,000 | ||||
Convertible Notes Payable, amount to be repaid | 175,000 | ||||
Interest rate | 31.23% | ||||
Additional interest rate if late | 10.00% | ||||
Maturity Date | 21-Jun-12 | ||||
Convertible Notes Payable, Balance | 175,000 | 175,000 | |||
Promissory Note 29 | |||||
Date of Note | 31-May-13 | ||||
Convertible Notes Payable | 25,000 | ||||
Interest rate | 8.00% | ||||
Conversion price per share | $0.05 | ||||
Convertible Notes Payable, Balance | 25,000 | ||||
Promissory Note 35 to 36 | |||||
Date of Note | 31-Aug-13 | ||||
Convertible Notes Payable | 250,000 | ||||
Interest rate | 8.00% | ||||
Conversion price per share | $0.03 | ||||
Convertible Notes Payable, Balance | 225,000 | 250,000 | |||
Promissory Note To Lender | |||||
Date of Agreement | 31-Oct-12 | ||||
Convertible Notes Payable | 9,592 | ||||
Interest rate | 10.59% | ||||
Shares issued pursuant to Convertible Notes Payable | 7,920,291 | ||||
Line Of Credit Current Borrowing Capacity | 225,000 | ||||
Notes Payable, Proceeds | 175,000 | ||||
Accreted Interest | 1,499 | ||||
Unamortized Debt Discount | 0 | 7,675 | |||
Loss (Gain) on the change in fair value of the conversion option | 5,163 | 26,252 | |||
Fair value of the conversion option | 0 | 5,164 | |||
Debt Discount, Amortized | 7,675 | 34,748 | |||
Debt Instrument Description | Material terms of the note include the following: | ||||
1. The Lender may make additional loans in such amounts and at such dates at its sole discretion. | |||||
2. The maturity date of each loan is one year after such loan is received. | |||||
3. The original interest discount is prorated to each loan received. | |||||
4. Principal and accrued interest is convertible into shares of the Company’s common stock at the lesser of $0.069 or 65%-70% (as defined) of the lowest trading price in the 25 trading days previous to the conversion. | |||||
5. Unless otherwise agreed to in writing by both parties, at no time can the Lender convert any amount of the principal and/or accrued interest owed into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding. | |||||
6. There is a one-time interest payment of 10% of amounts borrowed that is due at the maturity date of each loan. | |||||
7. At all times during which the note is convertible, the Company shall reserve from its authorized and unissued common stock to provide for the issuance of common stock under the full conversion of the promissory note. The Company will at all times reserve at least 13,000,000 shares of its common stock for conversion. | |||||
8. The Company agreed to include on its next registration statement it files, all shares issuable upon conversion of balances due under the promissory note. Failure to do so would result in liquidating damages of 25% of the outstanding principal balance of the promissory note but not less than $25,000. | |||||
Convertible Note To Vendor | |||||
Date of Note | 31-May-13 | ||||
Convertible Notes Payable | 293,700 | ||||
Convertible Notes Payable, Repayment | 200,000 | ||||
Interest rate | 12.00% | ||||
Maturity Date | 31-Aug-14 | ||||
Conversion price per share | $0.04 | ||||
Convertible Notes Payable, Balance | 0 | 293,700 | |||
Warrants to purchase issued, term | P5Y | ||||
Unamortized Debt Discount | 82,634 | ||||
Loss (Gain) on the change in fair value of the conversion option | -363,158 | 165,072 | |||
Fair value of the conversion option | $0 | $87,446 | $5,164 |
INCOME_TAXES_Deferred_Tax_Asse
INCOME TAXES - Deferred Tax Assets (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $1,779,045 | $2,850,535 |
Unrealized capital loss on available for sale securities | ||
Intangible assets | 600,000 | 1,200,000 |
Stock based compensation | 355,265 | 355,265 |
Accrued expenses | 450,456 | 539,912 |
Total deferred tax assets | 3,184,766 | 4,945,712 |
Valuation allowance | -3,184,766 | -2,116,712 |
Net deferred tax asset | $2,829,000 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 6 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating Loss Carryforwards | $3,000,000 |
Carryforward Expiration Date | 1-Jan-33 |
Provision for income tax benefits | $2,829,000 |
STOCKHOLDERS_DEFICIENCY_Detail
STOCKHOLDERS DEFICIENCY (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2012 | Dec. 10, 2013 | Jan. 06, 2011 | Oct. 02, 2014 | |
Series A Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 | 5,500,000 | |||||||
Common stock, Issued | 157,030,746 | 157,030,746 | 139,598,152 | |||||||
Common stock, Value | $157,033 | $157,033 | $139,601 | |||||||
Series A Preferred Stock, Issued and outstanding | 885,000 | 885,000 | 885,000 | |||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Stock based compensation - general and administrative | 32,365 | 32,365 | 27,556 | |||||||
Stock based compensation - interest expense | 32,365 | 27,556 | ||||||||
Series A | ||||||||||
Series A Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 | ||||||||
Dividends | 35,303 | 17,845 | 46,198 | |||||||
Dividends payable | 286,545 | 251,242 | ||||||||
Series A Preferred Stock, Issued and outstanding | 885,000 | 885,000 | ||||||||
Series B | ||||||||||
Series B Preferred Stock, Shares Authorized | 4,000,000 | 4,000,000 | 4,000,000 | |||||||
Series B Preferred Stock, Outstanding | 0 | 0 | 0 | |||||||
4 Board Members | ||||||||||
Common Stock Option, Issued | 885,672 | |||||||||
Common Stock Option, Exercise Price | $0.04 | $0.62 | ||||||||
Common Stock Option, Value | 27,556 | |||||||||
Note Conversion | ||||||||||
Common stock, Issued | 9,486,430 | 9,486,430 | 7,920,291 | |||||||
Additional Paid in Capital | 348,586 | 348,586 | 3,171 | |||||||
Credit to Common Stock | $9,512 | $9,512 | $7,920 |