Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Regenicin, Inc. | ||
Entity Central Index Key | 1,412,659 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,684,000 | ||
Entity Common Stock, Shares Outstanding | 153,483,050 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash | $ 218,847 | $ 1,061,377 |
Prepaid expenses and other current assets | 66,218 | 119,236 |
Common stock of Amarantus Corporation | 7,500 | 300,000 |
Total current assets | 292,565 | 1,480,613 |
Due from related party | 67,268 | |
Total assets | 359,833 | 1,480,613 |
CURRENT LIABILITIES | ||
Accounts payable | 262,934 | 360,228 |
Accrued expenses | 230,897 | 484,635 |
Accrued salaries | 1,136,001 | 801,751 |
Bridge financing | 175,000 | 175,000 |
Loan payable | 10,000 | 10,000 |
Loans payable related parties | 13,009 | 95,000 |
Total current and total liabilities | 1,827,841 | 1,926,614 |
STOCKHOLDERS 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; 157,911,410 issued and 153,483,050 outstanding | 157,914 | 157,914 |
Additional paid-in capital | 10,177,515 | 10,109,620 |
Accumulated deficit | (11,799,894) | (10,709,992) |
Less: treasury stock; 4,428,360 shares at par | (4,428) | (4,428) |
Total stockholders deficiency | (1,468,008) | (446,001) |
Total liabilities and stockholders deficiency | $ 359,833 | $ 1,480,613 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Issued and outstanding | 157,911,410 | 157,911,410 |
Common Stock, Outstanding | 153,483,050 | 153,483,050 |
Common Stock, To Be Issued | 0 | 10,367,094 |
Treasury Stock, Issued | 4,428,360 | 4,428,360 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Research and development | 1,445 | 38,401 |
General and administrative | 1,126,577 | 1,144,431 |
Stock based compensation - general and administrative | 67,895 | 32,365 |
Total operating expenses | 1,195,917 | 1,215,197 |
Operating loss before other operating income | (1,195,917) | (1,215,197) |
Other operating income - reversal of accounts payable | 416,063 | 973,374 |
Loss from operations | (779,854) | (241,823) |
Other income (expenses) | ||
Interest expense, including amortization of debt discounts | (17,548) | (62,779) |
Gain on sale of assets | 6,604,431 | |
Loss on other than temporary decline in fair value of investment | (292,500) | (2,700,000) |
Loss on derivative liabilities | (528,230) | |
Total other income (expenses) | (310,048) | 3,313,422 |
Income (loss) before income tax | (1,089,902) | 3,071,599 |
Income tax expense | 2,829,000 | |
Net income (loss) | (1,089,902) | 242,599 |
Preferred stock dividends | (70,994) | (70,800) |
Net income (loss) attributable to common stockholders | $ (1,160,896) | $ 171,799 |
Income (loss) per share Basic | $ (0.01) | $ 0 |
Income (loss) per share Diluted | $ (0.01) | $ 0 |
Weighted average number of shares outstanding Basic | 153,483,050 | 153,262,851 |
Weighted average number of shares outstanding Diluted | 153,483,050 | 162,114,351 |
Shareholders Equity
Shareholders Equity - USD ($) | Convertible Preferred Stock | Common Stock | Common Stock To Be Issued | (Restated) Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Balance Beginning, Shares at Sep. 30, 2014 | 885,000 | 139,598,152 | |||||
Balance Beginning, Amount at Sep. 30, 2014 | $ 885 | $ 139,601 | $ 402,040 | $ 8,897,799 | $ (10,952,591) | $ (4,428) | $ (1,516,694) |
Shares issued for conversion of debt and accrued interest | 7,920,291 | ||||||
Shares issued for conversion of debt and accrued interest, amount | $ 7,920 | 3,171 | 11,091 | ||||
Shares Issued, Shares | 10,392,967 | ||||||
Shares Issued, Amount | $ 10,393 | $ (402,040) | $ 391,649 | $ 2 | |||
Reversal of derivative liabilities ot equity | 251,242 | 251,242 | |||||
Write off of derivative from payoff of host convertible debt | $ 165,072 | $ 165,072 | |||||
Derivative liabilities | 368,322 | 368,322 | |||||
Stock compensation expense | 32,365 | 32,365 | |||||
Net loss | 242,599 | 242,599 | |||||
Balance Ending, Shares at Sep. 30, 2015 | 885,000 | 157,911,410 | |||||
Balance Ending, Amount at Sep. 30, 2015 | $ 885 | $ 157,914 | 10,109,620 | (10,709,992) | (4,428) | (446,001) | |
Stock compensation expense | 67,895 | 67,895 | |||||
Net loss | (1,089,902) | (1,089,902) | |||||
Balance Ending, Shares at Sep. 30, 2016 | 885,000 | 157,911,410 | |||||
Balance Ending, Amount at Sep. 30, 2016 | $ 885 | $ 157,914 | $ 10,177,515 | $ (11,799,894) | $ (4,428) | $ (1,468,008) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,089,902) | $ 242,599 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Deferred income taxes | 2,829,000 | |
Unrealized loss on investment | 292,500 | 2,700,000 |
Amortization of debt discounts | 7,675 | |
Accrued interest on notes and loans payable | 17,548 | (2,704) |
Stock based compensation - general and administrative | 67,895 | 32,365 |
Loss on derivative liabilities | 528,230 | |
Gain on sale of assets | (6,604,431) | |
Reversal of accounts payable | (416,063) | (973,374) |
Expenses paid directly by officer | 95,000 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 53,018 | (69,774) |
Accounts payable | 318,768 | (380,251) |
Accrued expenses | (271,286) | (21,882) |
Accrued salaries | 334,250 | (379,138) |
Net cash used in operating activities | (693,272) | (1,996,685) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of assets | 3,600,000 | |
Due from Pure Med Farma, LLC | (67,268) | |
Purchase of intangible asset | (10,000) | |
Net cash provided by (used in) investing activities | (67,268) | 3,590,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments of notes payable | (275,000) | |
Proceeds from loans from related parties | 25,500 | 23,330 |
Repayments of loans from related party | (107,490) | (229,147) |
Repayments of notes payable - insurance financing | (51,613) | |
Net cash used in financing activities | (81,990) | (532,430) |
NET INCREASE (DECREASE) IN CASH | (842,530) | 1,060,885 |
CASH - BEGINNING OF PERIOD | 1,061,377 | 492 |
CASH - END OF PERIOD | 218,847 | 1,061,377 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 107,830 | |
Cash paid for taxes | ||
Non-cash activities: | ||
Sale of assets | 6,600,000 | |
Common Stock of Amarantus received | (3,000,000) | |
Cash received | 3,600,000 | |
Shares issued/to be issued in connection with conversion of debt and accrued interest | 11,091 | |
Derivative liabilities reclassified to additional paid-in capital | $ 533,394 |
THE COMPANY
THE COMPANY | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY | Windstar, Inc. was incorporated in the state of Nevada on September 6, 2007. On July 19, 2010, the Company amended its Articles of Incorporation to change the name of the Company to Regenicin, Inc. (“Regenicin”). In September 2013, Regenicin formed a new wholly-owned subsidiary for the sole purpose of conducting research in the State of Georgia (together, the “Company”). The subsidiary has no activity since its formation due to the lack of funding. The Company’s original business was the development of a purification device. Such business was assigned to the Company’s former management in July 2010. The Company adopted a new business plan and intended 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. and Lonza America, Inc. (“Lonza America”) 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 at the date of the transaction. See Note D for a further discussion. The Company is using 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Regenicin and its wholly-owned subsidiary. All significant inter-company balances and transactions have been eliminated. 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. The Company has incurred cumulative losses of approximately $11.8 million from inception, expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt, private sale of equity securities and sales of its intangible assets. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company is currently using the proceeds from the Asset Sale to fund operations. Once the funds are exhausted, management plans 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 obtain such financing. 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. Intangible assets: As discussed below in Note D, the Company sold its intangible assets on November 7, 2014. Intangible assets, which included purchased licenses, patents and patent rights, were stated at cost and amortized using the straight-line method over their useful lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis, whichever is greater. Costs of internally developing intangibles (i.e. trademarks) are expensed as incurred and included in general and administrative expenses. Research and development: Research and development costs are charged to expense as incurred. Income per share: Basic income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted loss per share give 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 per common share calculation: Year Ended September 30, 2016 2015 Income Per Common Share - Basic: Net income (loss) available to common stockholders $ (1,160,896 ) $ 171,799 Weighted-average common shares outstanding 153,483,050 153,262,851 Basic income (loss) per share $ (0.01 ) $ 0.00 Income Per Common Share - Diluted: Net income (loss) $ (1,160,896 ) $ 171,799 Weighted-average common shares outstanding 153,483,050 153,262,851 Convertible preferred stock ----- 8,850,000 Stock options ----- 1,500 Weighted-average common shares outstanding and common share equivalents 153,483,050 162,114,351 Diluted income (loss) per share $ (0.01 ) $ 0.00 The following securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: 2016 2015 Options 3,542,688 5,542,688 Warrants 722,500 3,611,167 The following securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during 2016: 2016 Options 10,000,000 Convertible Preferred Stock 8,850,000 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 in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that 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 and September 30, 2016 and 2015 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 considered to be temporary are reported as other comprehensive income loss and are included in equity. Other than temporary declines in the fair value of investment is included in other income (expense) on the statement of operations. The common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation methodology is considered to be using Level 1 inputs. The total value of Amarantus common stock at September 30, 2016 and 2015 is $7,500 and $300,000, respectively. The unrealized loss for the year ended September 30, 2016 was $292,500 and considered to be an other than temporary decline in fair value. As such, the loss has been reported on the statement of operations for the year ended September 30, 2016. During the fiscal year ended September 30, 2015, the Company recognized an other than temporary loss on the stock in the amount of $2.7 million which was recognized in the statement of operations for that fiscal year. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimation includes the selection of assumptions underlying the calculation of the fair value of options. Actual results could differ from those estimates. Stock-Based Compensation: The Company accounts for stock-based compensation in accordance with FASB ASC 718, “ Compensation - Stock 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 Income Taxes: The Company accounts for income taxes in accordance with accounting guidance FASB ASC 740, " Income Taxes The Company has adopted the provisions of FASB ASC 740-10-05 " Accounting for Uncertainty in Income Taxes Recently Issued Accounting Pronouncements: In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. We will early adopt this guidance effective for the fiscal year beginning October 1, 2017. In February 2016, the FASB issued ASU 2016-02, Leases , (Topic 842). This new ASU represents a wholesale change to lease accounting and introduces a lease model that brings most leases on the balance sheet. It also eliminates the required use of bright-line tests in current U.S. GAAP for determining lease classification. This ASU is effective for annual periods beginning after December 15, 2018 (i.e., calendar periods beginning on January 1, 2019), and interim periods thereafter. Earlier application is permitted for all entities. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify the accounting and reporting for employee share-based payment transactions. The pronouncement is effective for interim and annual periods beginning after December 31, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations. This ASU is intended to clarify revenue recognition accounting when a third party is involved in providing goods or services to a customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing. This ASU is intended to clarify two aspects of Topic 606: identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients. This ASU amends certain aspects of ASU 2014-09, addresses certain implementation issues identified and clarifies the new revenue standards’ core revenue recognition principles. The new standards will be effective for the Company on January 1, 2018 and early adoption is permitted on the original effective date of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that new standards will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of this standard on its Consolidated Financial Statements and its ongoing financial reporting. In February 2015, the FASB issued ASU 2015-02, Consolidation In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the condensed financial statements of the Company. |
IMMATERIAL ERROR CORRECTION
IMMATERIAL ERROR CORRECTION | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
IMMATERIAL ERROR CORRECTION | During the fourth quarter of 2016, the Company identified an error in the recording of accrued dividends on the Series A Convertible Preferred Stock. An immaterial error correction was made in the consolidated balance sheet at September 30, 2015 and in the consolidated statements of changes in Stockholders’ Equity as of October 1, 2014. Current liabilities in the consolidated balance sheet at September 30, 2015 was decreased by $322,042, with a corresponding increase made to additional paid-in capital representing the reversal of accrued dividends of $251,242 as of September 30, 2014 plus reversal of $70,800 accrued during the year ended September 30, 2015. This immaterial error correction had no impact on the accumulated deficit, consolidated statements of operation, the computations of basic and diluted earnings per share, or the consolidated statements of cash flows for the years ended September 30, 2016 or 2015 or for the interim periods during those years. |
SALE OF ASSET
SALE OF ASSET | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
SALE OF ASSET | On November 7, 2014, the Company entered into a Sale Agreement, as amended on January 30, 2015, 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 Lonza Litigation. These include all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company had agreed to sell its 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. A portion of the cash purchase price was used to repay debt. The final payment of $2,500,000 was received on February 24, 2015. During fiscal 2015, the Company recorded a gain on sale of assets in the amount of $6,604,431. In addition, as a result of the Sale Agreement, the Company determined that it was no longer liable for accounts payable to Lonza in the amount of $973,374. The liability was reversed and is included in other operating income in fiscal 2015. 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. |
DUE FROM RELATED PARTY
DUE FROM RELATED PARTY | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
DUE FROM RELATED PARTY | The Company expects to purchase “Closed Herd” collagen from Pure Med Farma, LLC (“PureMed”), a development stage company in which the company’s CEO and CFO are member - owners. The Company and Pure Med entered into a three year supply agreement on October 16, 2016 naming Pure Med as the exclusive provider of collagen to the Company. The Company has agreed to assist PureMed by providing consultants to work on certain tasks in order to gain FDA approval. Such consultants’ costs would be reimbursed by PureMed. For the year ended September 30, 2016, the Company paid consultants on behalf of PureMed in the amount of $64,622. Interest on these advances has been accrued at 8% and amounted to $2,646 at September 30, 2016. On December 15, 2016, PureMed issued a note in the amount of $64,622 representing the advances for consultants and other costs through that date. Under the terms of the note, interest will accrue at 8% per annum. The balance of the note plus accrued interest is payable or before December 15, 2017. Additionally, the note provides the Company with the option to convert up $42,500 of the balance owed into 17 Membership Interest Units of PureMed at a conversion price of $2,500 per unit. The note is collateralized by PureMed’s assets. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
ACCRUED EXPENSES | Accrued expenses consisted of the following: 2016 2015 Registration penalty $ — $ 250,203 Professional fees 156,007 177,090 Interest 74,890 57,342 $ 230,897 $ 484,635 In Fiscal 2016, management determined that certain accruals on the balance sheet for over six years totaling $416,063 were no longer due and payable. This amount has been reversed and is included in operating expenses as an item of income. |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and 2015, the loan payable totaled $10,000. Loans Payable - Related Parties: During the year ended September 30, 2015, the Company recorded expenses that were paid directly by Randall McCoy, the Company’s Chief Executive Officer in prior years and were submitted for reimbursement in the amount of $95,000. During fiscal 2016 the Company repaid $81,991 of this loan. At September 30, 2016 and 2015, the outstanding balance was $13,009 and $95,000, respectively. The loan does not bear interest and is due on demand. During the year ended December 31, 2015, $15,500 of Company expenses were paid directly by John Weber, the Company’s Chief Financial Officer and were submitted for reimbursement and were repaid during fiscal 2016. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTES PAYABLE | Bridge Financing: On December 21, 2011, the Company issued a $150,000 promissory note to an individual. The note bore 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. The note was not paid at the maturity date and the Company is incurring additional interest described above. At both September 30, 2016 and 2015, the Note balance was $175,000. Accrued interest was $74,890 and $57,342 at September 30, 2016 and 2015, respectively, which is included in accrued expenses on the accompanying consolidated balance sheets. In May 2013, the Company issued a convertible promissory note totaling $25,000 to an individual. The note bore interest at the rate of 8% per annum and was due in November 2013. The note 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. In February 2015 the note was repaid in full. In August 2013, the Company issued convertible promissory notes 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 February 2015 the notes were repaid in full. The Company held a convertible promissory note that was paid in full during the year ended September 30, 2015 and a convertible promissory note that was converted into common stock during the year ended September 30, 2015. The conversion features contained in the promissory notes were considered embedded derivatives. Upon conversion and payment of the notes, losses on the derivatives were recognized and included in other income (expense) on the statement of operations for the year ended September 30, 2015 in the amount of $528,230. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2016 | |
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 office is attached to his residence but has its own entrances, restroom and kitchen facilities. The Company also maintains an office at Carbon & Polymer Research Inc. ("CPR") in Pennington, New Jersey, which is the Company's materials and testing laboratory. An employee of the Company is an owner of CPR. No rent is charged for either premise. On May 16, 2016, the Company entered into an agreement with CPR in which CPR will supply the collagen scaffolds used in the Company's production of the skin tissue. The contract contains a most favored customer clause guaranteeing the Company prices equal or lower than those charged to other customers. The Company has not yet made purchases from CPR. See Note E regarding amounts due from related party and Note G for loans payable to related parties. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company did not incur current tax expense for year ended September 30, 2016. The provision for income taxes of $2,829,000 for the year ended September 31, 2015, represents deferred taxes. At September 30, 2016, the Company had available approximately $4.1 million of net operating loss carry forwards which expire in the years 2029 through 2035. However, the use of the net operating loss carryforwards generated prior to September 30, 2011 totaling $0.7 million is limited under Section 382 of the Internal Revenue Code. Section 382 of the Internal Revenue Code of 1986, as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code. Significant components of the Company’s deferred tax assets at September 30, 2016 and 2015 are as follows: 2016 2015 Net operating loss carry forwards $ 1,630,872 $ 2,574,628 Unrealized loss 1,197,000 1,080,000 Stock based compensation 40,104 227,201 Accrued expenses 424,544 355,265 Total deferred tax assets 3,292,520 4,237,094 Valuation allowance (3,292,520 ) (4,237,094 ) Net deferred tax assets $ — $ — Due to the uncertainty of their realization, a valuation allowance has been established for all of the income tax benefit for these deferred tax assets. The following is a reconciliation of the Company’s income tax rate using the federal statutory rate to the actual income tax rate as of September 30, 2016 and 2015: 2016 2015 Federal tax rate 34 % 34 % Effect of state taxes 6 % 6 % Adjustment of valuation allowance 40 % 92 % Permanent differences — % 7 % Net operating loss carry forward — % (47 )% Total 0 % 92 % At September 30, 2016 and 2015, 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 September 30, 2016 and 2015 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 2013 through 2016 tax years generally remain subject to examination by federal tax authorities. |
STOCKHOLDERS (DEFICIENCY) EQUIT
STOCKHOLDERS (DEFICIENCY) EQUITY | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS (DEFICIENCY) EQUITY | Preferred Stock: Series A Series A Preferred pays a dividend of 8% per annum on the stated value and has a liquidation preference equal to the stated value of the shares ($885,000 liquidation preference as of September 30, 2016 and 2015 plus dividends in arrears as per below). Each share of Preferred Stock has a 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 when and if declared by the Board of Directors. As of September 30, 2016 and 2015, dividends in arrears were $393,037 ($.44 per share) and $322,042 ($.36 per share), respectively. At both September 30, 2016 and 2015, 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 Preferred 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 September 30, 2016, and 2015 no shares of Series B Preferred are outstanding. Common Stock Issuances: 2015 Transactions 1. The Company issued 7,920,291 shares of its common stock for the conversion of principal and accreted interest owed to a lender. $7,920 was credited to common stock and $3,171 to additional paid in capital. 2. The Company issued 10,392,967 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 lenders. $10,393 was credited to common stock and $391,649 was credited to additional paid in capital with a corresponding decrease in “common stock to be issued”. 2010 Incentive Plan On December 15, 2010, the board of directors approved the Regenicin, Inc. 2010 Incentive Plan (the “Plan”). The Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to the Company’s employees, officers, directors and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits. The Plan provides for the issuance of up to 4,428,360 shares of the Company’s common stock. 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 $0.035, as amended, per share that were to expire on December 22, 2015. Effective as of the expiration date, the Company extended the term of those options to December 31, 2018. All other contractual terms of the options remained the same. The option exercise price was compared to the fair market value of the Company’s shares on the date when the extension was authorized by the Company, resulting in the immediate recognition of $67,895 in compensation expense. There is no deferred compensation expense associated with this transaction, since all extended options had previously been fully vested. The extended options were valued utilizing the Black-Scholes option pricing model with the following assumptions: Exercise price of $0.035, expected volatility of 208%, risk free rate of 1.31% and expected term of 3.03 years. 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 per share was $0.003 and the options vest immediately. 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 $67,895 and $32,365 for the years ended September 30, 2016 and 2015, respectively. Option activity for 2015 and 2016 is summarized as follows: Weighted Average Options Exercise Price Options outstanding, October 1, 2015 5,542,688 $ 0.19 Granted 10,000,000 $ 0.02 Forfeited Options outstanding, September 30, 2015 15,542,688 $ 0.08 Granted Forfeited 2,000,000 .46 Options outstanding, September 30, 2016 13,542,688 $ 0.02 Aggregate intrinsic value $ 216,359 The aggregate intrinsic value was calculated based on the positive difference between the closing market price of the Company’s Common Stock and the exercise price of the underlying options. The following table summarizes information regarding stock options outstanding at September 30, 2016: Weighted Average Remaining Options Exercisable Weighted Average Ranges of prices Number Contractual Exercise Number Exercise $ 0.020 10,000,000 2.29 $ 0.020 10,000,000 $ 0.020 $ 0.035 3,542,688 2.22 $ 0.035 3,542,688 $ 0.035 $0.020-$0.035 13,542,688 2.27 $ 0.024 13,542,688 $ 0.024 As of September 30, 2016, there was no unrecognized compensation cost related to non-vested options granted. Warrants: A summary of the warrants outstanding at September 30, 2016 and 2015 is as follows : Exercise Expiration Warrants Price Date 50,000 Various 2018 672,500 $ 0.15 2018 722,500 No warrants were issued or exercised during the years ended September 30, 2016 and 2015. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Management has evaluated subsequent events and except as provided in Note E, there are no additional subsequent events through the date of this filing. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Regenicin and its wholly-owned subsidiary. All significant inter-company balances and transactions have been eliminated. |
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. The Company has incurred cumulative losses of approximately $11.8 million from inception, expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt, private sale of equity securities and sales of its intangible assets. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company is currently using the proceeds from the Asset Sale to fund operations. Once the funds are exhausted, management plans 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 obtain such financing. 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. |
Intangible assets | As discussed below in Note C, the Company sold its intangible assets on November 7, 2014. Intangible assets, which included purchased licenses, patents and patent rights, were stated at cost and amortized using the straight-line method over their useful lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis, whichever is greater. Costs of internally developing intangibles (i.e. trademarks) are expensed as incurred and included in general and administrative expenses. |
Research and development | Research and development costs are charged to expense as incurred. |
Income per share | Basic income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted loss per share give 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 per common share calculation: Year Ended September 30, 2016 2015 Income Per Common Share - Basic: Net income (loss) available to common stockholders $ (1,160,896 ) $ 171,799 Weighted-average common shares outstanding 153,483,050 153,262,851 Basic income (loss) per share $ (0.01 ) $ 0.00 Income Per Common Share - Diluted: Net income (loss) $ (1,160,896 ) $ 171,799 Weighted-average common shares outstanding 153,483,050 153,262,851 Convertible preferred stock ----- 8,850,000 Stock options ----- 1,500 Weighted-average common shares outstanding and common share equivalents 153,483,050 162,114,351 Diluted income (loss) per share $ (0.01 ) $ 0.00 The following securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: 2016 2015 Options 3,542,688 5,542,688 Warrants 722,500 3,611,167 The following securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during 2016: 2016 Options 10,000,000 Convertible Preferred Stock 8,850,000 |
Fair Value of Financial Instruments | 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 in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that 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 and September 30, 2016 and 2015 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 considered to be temporary are reported as other comprehensive income loss and are included in equity. Other than temporary declines in the fair value of investment is included in other income (expense) on the statement of operations. The common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation methodology is considered to be using Level 1 inputs. The total value of Amarantus common stock at September 30, 2016 and 2015 is $7,500 and $300,000, respectively. The unrealized loss for the year ended September 30, 2016 was $292,500 and considered to be an other than temporary decline in fair value. As such, the loss has been reported on the statement of operations for the year ended September 30, 2016. During the fiscal year ended September 30, 2015, the Company recognized an other than temporary loss on the stock in the amount of $2.7 million which was recognized in the statement of operations for that fiscal year. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimation includes the selection of assumptions underlying the calculation of the fair value of options. Actual results could differ from those estimates. |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with FASB ASC 718, “ Compensation - Stock 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 |
Income Taxes | The Company accounts for income taxes in accordance with accounting guidance FASB ASC 740, " Income Taxes The Company has adopted the provisions of FASB ASC 740-10-05 " Accounting for Uncertainty in Income Taxes |
Recently Issued Accounting Pronouncements | In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. We will early adopt this guidance effective for the fiscal year beginning October 1, 2017. In February 2016, the FASB issued ASU 2016-02, Leases , (Topic 842). This new ASU represents a wholesale change to lease accounting and introduces a lease model that brings most leases on the balance sheet. It also eliminates the required use of bright-line tests in current U.S. GAAP for determining lease classification. This ASU is effective for annual periods beginning after December 15, 2018 (i.e., calendar periods beginning on January 1, 2019), and interim periods thereafter. Earlier application is permitted for all entities. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify the accounting and reporting for employee share-based payment transactions. The pronouncement is effective for interim and annual periods beginning after December 31, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations. This ASU is intended to clarify revenue recognition accounting when a third party is involved in providing goods or services to a customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing. This ASU is intended to clarify two aspects of Topic 606: identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients. This ASU amends certain aspects of ASU 2014-09, addresses certain implementation issues identified and clarifies the new revenue standards’ core revenue recognition principles. The new standards will be effective for the Company on January 1, 2018 and early adoption is permitted on the original effective date of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that new standards will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of this standard on its Consolidated Financial Statements and its ongoing financial reporting. In February 2015, the FASB issued ASU 2015-02, Consolidation In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the condensed financial statements of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule Of Income Loss per Common Share | Year Ended September 30, 2016 2015 Income Per Common Share - Basic: Net income (loss) available to common stockholders $ (1,160,896 ) $ 171,799 Weighted-average common shares outstanding 153,483,050 153,262,851 Basic income (loss) per share $ (0.01 ) $ 0.00 Income Per Common Share - Diluted: Net income (loss) $ (1,160,896 ) $ 171,799 Weighted-average common shares outstanding 153,483,050 153,262,851 Convertible preferred stock ----- 8,850,000 Stock options ----- 1,500 Weighted-average common shares outstanding and common share equivalents 153,483,050 162,114,351 Diluted income (loss) per share $ (0.01 ) $ 0.00 |
Schedule of Loss Per Share Exclusions | 2016 2015 Options 3,542,688 5,542,688 Warrants 722,500 3,611,167 2016 Options 10,000,000 Convertible Preferred Stock 8,850,000 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Scheduel of Accrued Expenses | 2016 2015 Registration penalty $ — $ 250,203 Professional fees 156,007 177,090 Interest 74,890 57,342 $ 230,897 $ 484,635 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets | 2016 2015 Net operating loss carry forwards $ 1,630,872 $ 2,574,628 Unrealized loss 1,197,000 1,080,000 Stock based compensation 40,104 227,201 Accrued expenses 424,544 355,265 Total deferred tax assets 3,292,520 4,237,094 Valuation allowance (3,292,520 ) (4,237,094 ) Net deferred tax assets $ — $ — |
Schedule Of Effective Income Tax Rate | 2016 2015 Federal tax rate 34 % 34 % Effect of state taxes 6 % 6 % Adjustment of valuation allowance 40 % 92 % Permanent differences — % 7 % Net operating loss carry forward — % (47 )% Total 0 % 92 % |
STOCKHOLDERS (DEFICIENCY) EQU23
STOCKHOLDERS (DEFICIENCY) EQUITY (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Option Activity | Weighted Average Options Exercise Price Options outstanding, October 1, 2015 5,542,688 $ 0.19 Granted 10,000,000 $ 0.02 Forfeited Options outstanding, September 30, 2015 15,542,688 $ 0.08 Granted Forfeited 2,000,000 .46 Options outstanding, September 30, 2016 13,542,688 $ 0.02 Aggregate intrinsic value $ 216,359 |
Schedule of Stock Options | Weighted Average Remaining Options Exercisable Weighted Average Ranges of prices Number Contractual Exercise Number Exercise $ 0.020 10,000,000 2.29 $ 0.020 10,000,000 $ 0.020 $ 0.035 3,542,688 2.22 $ 0.035 3,542,688 $ 0.035 $0.020-$0.035 13,542,688 2.27 $ 0.024 13,542,688 $ 0.024 |
Schedule of Warrants Outstanding | Exercise Expiration Warrants Price Date 50,000 Various 2018 672,500 $ 0.15 2018 722,500 |
THE COMPANY (Details Narrative)
THE COMPANY (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Date Of Incorporation | Sep. 6, 2007 | |
Payment to Acquire Intangible Assets | $ (10,000) | |
Purchase Price | $ 3,600,000 | |
Sale Agreement | ||
Date of Agreement | Nov. 7, 2014 |
Schedule of Income Loss per Com
Schedule of Income Loss per Common Share (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income (Loss) Per Common Share Basic | ||
Net income attributable to common stockholders | $ (1,160,896) | $ 171,799 |
Weighted average number of shares outstanding Basic | 153,483,050 | 153,262,851 |
Basic income (loss) per share | $ (0.01) | $ 0 |
Income (Loss) Per Common Share Diluted | ||
Net income attributable to common stockholders | $ (1,160,896) | $ 171,799 |
Weighted average number of shares outstanding Basic | 153,483,050 | 153,262,851 |
Convertible preferred stock | $ 8,850,000 | |
Stock Options | $ 1,500 | |
Weighted average number of shares outstanding Diluted | 153,483,050 | 162,114,351 |
Income (loss) per share Diluted | $ (0.01) | $ 0 |
LOSS PER SHARE - Schedule Of In
LOSS PER SHARE - Schedule Of Income Loss per Common Share Exclusions (Details) - shares | Sep. 30, 2016 | Sep. 30, 2015 |
Greater Than Exercise Price | ||
Options | 3,542,688 | 5,542,688 |
Warrants | 722,500 | 3,611,167 |
Less Than Exercise Price | ||
Options | 10,000,000 | |
Convertible Preferred Stock | 8,850,000 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ 11,799,894 | $ 10,709,992 |
Impairment of intangible asset | 7,500 | 300,000 |
Loss on other than temporary decline in fair value of investment | $ (292,500) | $ (2,700,000) |
IMMATERIAL ERROR CORRECTION (De
IMMATERIAL ERROR CORRECTION (Details Narrative) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Total current and total liabilities | $ 1,827,841 | $ 1,926,614 |
Additional paid-in capital | $ 10,177,515 | 10,109,620 |
Corrected | ||
Total current and total liabilities | (322,042) | |
Additional paid-in capital | $ 251,242 |
SALE OF ASSET (Details Narrativ
SALE OF ASSET (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Common Stock of Amarantus received | $ (3,000,000) | ||
Purchase Price | 3,600,000 | ||
Gain on sale of assets | 6,604,431 | ||
Other operating income - reversal of accounts payable | $ 416,063 | 973,374 | |
Sale Agmt Amendment | |||
Date of Agreement | Jan. 30, 2015 | ||
Purchase Price | $ 3,600,000 | ||
Gain on sale of assets | 6,604,431 | ||
Other operating income - reversal of accounts payable | $ 973,374 | ||
Exclusive License Grant | |||
Purchase Price | $ 10,000,000 | ||
Option, Term | P5Y | ||
Royalty Fee | 5.00% | ||
Sale Agreement | |||
Date of Agreement | Nov. 7, 2014 | ||
Common Stock of Amarantus received | $ 3,000,000 | ||
Common Stock of Amarantus received, shares | 37,500,000 |
DUE FROM RELATED PARTY (Details
DUE FROM RELATED PARTY (Details Narrative) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Promissory Note 38 | |
Date of Note | Dec. 15, 2016 |
Interest rate | 8.00% |
Debt Instrument, Principal | $ 64,622 |
Maturity Date | Dec. 15, 2017 |
Conversion Description | The option to convert up $42,500 of the balance owed into 17 Membership Interest Units of PureMed at a conversion price of $2,500 per unit. The note is collateralized by PureMed’s assets. |
Supply Agmt | |
Date of Agreement | Oct. 16, 2016 |
Term of Agreement | 3 years |
Advances to Consultant | $ 64,622 |
Interest rate | 8.00% |
Interest Expense | $ 2,646 |
ACCRUED EXPENSES - Schedule Of
ACCRUED EXPENSES - Schedule Of Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Notes to Financial Statements | ||
Registration penalty | $ 250,203 | |
Professional fees | 156,007 | 177,090 |
Interest | 74,890 | 57,342 |
Accrued Expenses | $ 230,897 | $ 484,635 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Feb. 28, 2011 | |
Loan payable | $ 10,000 | $ 10,000 | |
Loans payable - related parties | 13,009 | 95,000 | |
Repayments of loans from related party | (107,490) | (229,147) | |
Investor | |||
Loan payable | 10,000 | 10,000 | $ 10,000 |
Chief Executive Officer | |||
Loans payable - related parties | 13,009 | $ 95,000 | |
Repayments of loans from related party | $ 81,991 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accrued expenses | $ 230,897 | $ 484,635 |
Amortization of debt discounts | 7,675 | |
Promissory Note 2 | ||
Date of Note | Dec. 21, 2011 | |
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 | Jun. 21, 2012 | |
Convertible Notes Payable, Balance | $ 175,000 | 175,000 |
Accrued expenses | $ 74,890 | $ 57,342 |
Promissory Note 29 | ||
Date of Note | May 31, 2013 | |
Convertible Notes Payable | $ 25,000 | |
Interest rate | 8.00% | |
Maturity Date | Nov. 30, 2013 | |
Conversion price per share | $ 0.05 | |
Convertible Notes Payable, Balance | $ 0 | |
Promissory Note 35 to 36 | ||
Date of Note | Aug. 31, 2013 | |
Convertible Notes Payable | $ 250,000 | |
Interest rate | 8.00% | |
Conversion price per share | $ 0.03 | |
Convertible Notes Payable, Balance | $ 0 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,630,872 | $ 2,574,628 |
Unrealized loss | 1,197,000 | 1,080,000 |
Stock based compensation | 40,104 | 227,201 |
Accrued expenses | 424,544 | 355,265 |
Total deferred tax assets | 3,292,520 | 4,237,094 |
Valuation allowance | (3,292,520) | (4,237,094) |
Net deferred tax asset |
INCOME TAXES - Schedule Of Effe
INCOME TAXES - Schedule Of Effective Income Tax Rate (Details) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Notes to Financial Statements | ||
Federal tax rate | 34.00% | (34.00%) |
Effect of state taxes | 6.00% | (6.00%) |
Adjustment of valuation allowance | 40.00% | 92.00% |
Permanent differences | 7.00% | |
Net operating loss carry forward | (47.00%) | |
Total | 0.00% | 92.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating Loss Carryforwards | $ 4,200,000 | |
Carryforward Expiration Date | Jan. 1, 2034 | |
Provision for income tax benefits | $ 2,829,000 |
STOCKHOLDERS (DEFICIENCY) EQU37
STOCKHOLDERS (DEFICIENCY) EQUITY - Schedule of Option Activity (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | ||
Beginning Balance, Issued Options | 15,542,688 | 5,542,688 |
Beginning Balance, Average Exercise Price | $ 0.08 | $ 0.19 |
Granted, Options | 2,000,000 | 10,000,000 |
Granted, Average Exercise Price | $ 0.46 | $ 0.02 |
Forfeited, Options | ||
Forfeited, Average Exercise Price | ||
Ending Balance, Issued Options | 13,542,688 | 15,542,688 |
Ending Balance, Average Exercise Price | $ 0.02 | $ 0.08 |
STOCKHOLDERS (DEFICIENCY) EQU38
STOCKHOLDERS (DEFICIENCY) EQUITY - Schedule of Stock Options (Details) | 12 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Stock Options 2 | |
Number Outstanding | shares | 3,542,688 |
Weighted Average Remaining Contractual Life | 2 years |
Weighted Average Remaining Exercise Price | $ / shares | $ 0.035 |
Options Exercisable Weighted Average Number Exercisable | shares | 3,542,688 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.035 |
Stock Options 3 | |
Number Outstanding | shares | 10,000,000 |
Weighted Average Remaining Contractual Life | 2 years |
Weighted Average Remaining Exercise Price | $ / shares | $ 0.020 |
Options Exercisable Weighted Average Number Exercisable | shares | 10,000,000 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.020 |
Stock Options (total) | |
Number Outstanding | shares | 13,542,688 |
Weighted Average Remaining Contractual Life | 2 years |
Weighted Average Remaining Exercise Price | $ / shares | $ 0.024 |
Options Exercisable Weighted Average Number Exercisable | shares | 13,542,688 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 0.024 |
STOCKHOLDERS (DEFICIENCY) EQU39
STOCKHOLDERS (DEFICIENCY) EQUITY - Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrant 1 | |
Warrant Amount | 50,000 |
Expiration Date | Jan. 1, 2018 |
Warrant 3 | |
Warrant Amount | 672,500 |
Exercise Price | $ / shares | $ 0.15 |
Expiration Date | Jan. 1, 2018 |
Warrant (total) | |
Warrant Amount | 1,886,667 |
STOCKHOLDERS (DEFICIENCY) EQU40
STOCKHOLDERS (DEFICIENCY) EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 15, 2011 | |
Series A Preferred Stock, Shares Authorized | 5,500,000 | 5,500,000 | |
Common stock, Issued | 157,911,410 | 157,911,410 | |
Common stock, Value | $ 157,914 | $ 157,914 | |
Common stock issued, exercise of warrant | 960,000 | ||
Additional paid-in capital | $ 10,177,515 | $ 10,109,620 | |
Granted, Options | 2,000,000 | 10,000,000 | |
Granted, Average Exercise Price | $ 0.46 | $ 0.02 | |
Series A Preferred Stock, Issued and outstanding | 885,000 | 885,000 | |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Stock based compensation - general and administrative | $ 67,895 | $ 32,365 | |
Stock based compensation - interest expense | $ 89,370 | ||
Series A | |||
Series A Preferred Stock, Shares Authorized | 5,500,000 | ||
Dividends | 70,800 | $ 70,800 | |
Dividends payable | $ 393,037 | $ 322,042 | |
Series A Preferred Stock, Issued and outstanding | 885,000 | ||
Series B | |||
Series B Preferred Stock, Shares Authorized | 4,000,000 | 4,000,000 | |
Series B Preferred Stock, Outstanding | 0 | 0 | |
Lender Conversion | |||
Common stock, Issued | 7,920,291 | ||
Common stock, Value | $ 7,920 | ||
Additional paid-in capital | $ 3,171 | ||
Lender Conversion #2 | |||
Common stock, Issued | 10,392,967 | ||
Common stock, Value | $ 10,393 | ||
Additional paid-in capital | $ 391,649 | ||
2010 Incentive Plan | |||
Common Stock, Shares Authorized | 4,428,360 | ||
4 Board Members | |||
Date of Issuance | Jan. 6, 2011 | ||
Option Expiration Date | Dec. 31, 2018 | ||
Common Stock Option, Issued | 885,672 | ||
Common Stock Option, Exercise Price | $ 0.035 | ||
Stock based compensation - general and administrative | $ 67,895 | ||
Stock Options 3 | |||
Date of Issuance | Jan. 15, 2015 | ||
Granted, Options | 10,000,000 | ||
Granted, Average Exercise Price | $ 0.02 | ||
Option Expiration Date | Jan. 15, 2019 |