Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | |
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, 2017 | ||
Amendment Flag | true | ||
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 | $ 19,952,796 | ||
Entity Common Stock, Shares Outstanding | 153,483,050 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Amendment Description | This Amendment No. 1 (the “Amendment”) hereby amends our Annual Report on Form 10-K for the year ended September 30, 2017, which was originally filed with the Securities and Exchange Commission on January 16, 2018 (the “Original 10-K”). This Amendment is being filed solely to include the properly dated audit report. Except as described above, the Company has not modified or updated disclosures presented in this Amendment No. 1. Accordingly, this Amendment No. 1 does not reflect events occurring after the Original 10-K or modify or update those disclosures affected by subsequent events, except as specifically referenced herein. All other information contained in the Original 10-K is unchanged and reflects the disclosures made at the time of filing of the Original 10-K. This Amendment has been signed as of a current date and all certifications of the Company’s Chief Executive Officer/Principal Executive Officer and Chief Financial Officer/Principal Accounting and Financial Officer are given as of a current date. Accordingly, this Amendment should be read in conjunction with the Company’s filings with the Securities and Exchange Commission subsequent to the filing of the Original 10-K, including any amendments to those filings. |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
CURRENT ASSETS | ||
Cash | $ 19,201 | $ 218,847 |
Prepaid expenses and other current assets | 60,592 | 66,218 |
Common stock of Amarantus Corporation | 8,000 | 7,500 |
Total current assets | 87,793 | 292,565 |
Due from related party | 67,268 | |
Total assets | 87,793 | 359,833 |
CURRENT LIABILITIES | ||
Accounts payable | 280,961 | 262,934 |
Accrued expenses - other | 298,476 | 230,897 |
Accrued salaries - officers | 1,707,001 | 1,136,001 |
Note payable - insurance financing | 37,800 | |
Bridge financing | 175,000 | 175,000 |
Loan payable | 10,000 | 10,000 |
Loans payable - officer | 20,000 | 13,009 |
Total current and total liabilities | 2,529,238 | 1,827,841 |
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 | 10,177,515 |
Accumulated deficit | (12,773,831) | (11,799,894) |
Accumulated other comprehensive income | 500 | |
Less: treasury stock; 4,428,360 shares at par | (4,428) | (4,428) |
Total stockholders' deficiency | (2,441,445) | (1,468,008) |
Total liabilities and stockholders' deficiency | $ 87,793 | $ 359,833 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
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 | 157,911,410 | 157,911,410 |
Treasury Stock, Issued | 4,428,360 | 4,428,360 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses | ||
Research and development | 5,284 | 1,445 |
General and administrative | 970,824 | 1,126,577 |
Stock based compensation - general and administrative | 67,895 | |
Total operating expenses | 976,108 | 1,195,917 |
Operating loss before other operating income | (976,108) | (1,195,917) |
Other operating income - reversal of accounts payable | 15,000 | 416,063 |
Loss from operations | (961,108) | (779,854) |
Other income (expenses) | ||
Interest expense | (17,499) | (17,548) |
Interest income | 4,670 | |
Loss on other than temporary decline in fair value of investment | (292,500) | |
Total other income (expenses) | (12,829) | (310,048) |
Net loss | (973,937) | (1,089,902) |
Preferred stock dividends | (70,800) | (70,994) |
Net loss available to common stockholders | $ (1,044,737) | $ (1,160,896) |
Loss per share Basic | $ (0.01) | $ (0.01) |
Loss per share Diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding Basic | 153,483,050 | 153,483,050 |
Weighted average number of shares outstanding Diluted | 153,483,050 | 153,483,050 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LOSS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements Of Comprehensive Income Loss | ||
Net loss | $ (973,937) | $ (1,089,902) |
Other comprehensive income (loss): | ||
Change in unrealized gain (loss) on available-for-sale securities, net of income taxes | 500 | |
Comprehensive loss | $ (973,437) | $ (1,089,902) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock | Total |
Balance Beginning, Shares at Sep. 30, 2015 | 885,000 | 157,911,410 | |||||
Balance Beginning, 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) | |
Other comprehensive income | $ 500 | ||||||
Net loss | (973,937) | 973,937 | |||||
Balance Ending, Shares at Sep. 30, 2017 | 885,000 | 157,911,410 | |||||
Balance Ending, Amount at Sep. 30, 2017 | $ 885 | $ 157,914 | $ 10,177,515 | $ (12,773,331) | $ 500 | $ (4,428) | $ (2,441,445) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ 973,937 | $ 1,089,902 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss on investment | 292,500 | |
Accrued interest on notes and loans payable | 17,499 | 17,548 |
Stock based compensation - general and administrative | 67,895 | |
Reversal of accounts payable | (15,000) | (416,063) |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 5,626 | 53,018 |
Accounts payable | 33,027 | 318,768 |
Accrued expenses | 50,080 | (271,286) |
Accrued salaries - officers | 571,000 | 334,250 |
Net cash used in operating activities | (311,705) | (693,272) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Repayment of loans from related party | 67,268 | |
Advances to related parties | (67,268) | |
Net cash provided by (used) in investing activities | 67,268 | (67,268) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loans from related parties | 20,000 | |
Repayments of loans from related party | (107,490) | |
Proceeds of loans from officers | 37,800 | 25,500 |
Repayment of loans from officers | (13,009) | |
Net cash provided (used) in financing activities | 44,791 | (81,990) |
NET DECREASE IN CASH | (199,646) | (842,530) |
CASH - BEGINNING OF PERIOD | 218,847 | 1,061,377 |
CASH - END OF PERIOD | 19,201 | 218,847 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | $ 7,986 |
THE COMPANY
THE COMPANY | 12 Months Ended |
Sep. 30, 2017 | |
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. The Company used the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval of the products through the FDA as well as for general and administrative expenses. The Company has been developing its own unique cultured skin substitute since the Company received Lonza’s termination notice. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [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 and has an accumulated deficit of approximately $12.8 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 the proceeds from the Sale Agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company used the proceeds from the Sale Agreement to fund operations. Currently 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. 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 2017 2016 Income Per Common Share - Basic: Net income (loss) available to common stockholders $ (1,044,737 ) $ (1,160,896 ) Weighted-average common shares outstanding 153,483,050 153,483,050 Basic income (loss) per share $ (0.01 ) $ (0.01 ) Income Per Common Share - Diluted: Net income (loss) $ (1,044,737 ) $ (1,160,896 ) Weighted-average common shares outstanding 153,483,050 153,483,050 Convertible preferred stock ----- ----- Stock options ----- ----- Weighted-average common shares outstanding and common share equivalents 153,483,050 153,483,050 Diluted income (loss) per share $ (0.01 ) $ (0.01 ) The following weighted average securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: 2017 2016 Options — 3,542,688 Warrants 722,500 722,500 The following weighted average 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 2017: 2017 Options 10,224,603 2,203,330 Convertible Preferred Stock 8,850,000 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, 2017 and 2016 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, 2017 and 2016 is $8,000 and $7,500, respectively. The unrealized gain for the year ended September 30, 2017 was $500 net of income taxes, and was reported as a component of comprehensive loss. 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. 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 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 November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation --Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. 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 consolidated financial statements of the Company. |
SALE OF ASSET
SALE OF ASSET | 12 Months Ended |
Sep. 30, 2017 | |
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. See Note A. 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 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. As of September 30, 2017, the option has not been exercised. |
DUE FROM RELATED PARTY
DUE FROM RELATED PARTY | 12 Months Ended |
Sep. 30, 2017 | |
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 through that date. Under the terms of the note, interest accrued at 8% per annum and was payable on or before December 15, 2017. The balance of the note plus accrued interest of $7,308 was repaid in full in May 2017. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | Accrued expenses consisted of the following: 2017 2016 Professional fees $ 206,087 $ 156,007 Interest 92,389 74,890 $ 298,476 $ 230,897 In Fiscal 2017 and 2016, management determined that certain accruals on the balance sheet for over six years totaling $15,000 and $416,063, respectively, were no longer due and payable. These amounts have been reversed and are included in operating expenses as an item of income. |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 and 2016, the loan payable totaled $10,000. Loans Payable - Officer The Chief Executive Officer in fiscal year 2015 submitted for reimbursement Company expenses paid personally by him. At September 30, 2016, the balance owed to him was $13,009 and during the quarter ended December 31, 2016 that balance was repaid in full. The loan did not bear interest. In September 2017, John Weber, the Company’s Chief Financial Officer, made an advance to the Company of $10,000. The loan does not bear interest and is due on demand. In September 2017, J. Roy Nelson, the Company’s Chief Science Officer, made an advance to the Company of $10,000. The loan does not bear interest and is due on demand. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Sep. 30, 2017 | |
Notes Payable [Abstract] | |
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% was charged on any late payments. The note was not paid at the maturity date and the Company is incurring additional interest as described above. At both September 30, 2017 and 2016, the note balance was $175,000. Accrued interest was $92,839 and $74,890 at September 30, 2017 and 2016, respectively, which is included in accrued expenses on the accompanying consolidated balance sheets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2017 | |
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 officer of the Company is an owner of CPR. No rent is charged for either premise. See Note D regarding amounts due from related party and Note F for loans payable to related parties. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company did not incur current tax expense for the year ended September 30, 2017 or 2016. At September 30, 2017, the Company had available approximately $4.45 million of net operating loss carry forwards which expire in the years 2029 through 2036. 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, 2017 and 2016 are as follows: 2017 2016 Net operating loss carry forwards $ 1,780,508 $ 1,630,872 Unrealized loss 1,197,000 1,197,000 Stock based compensation 40,104 40,104 Accrued expenses 686,800 424,544 Total deferred tax assets 3,704,412 3,292,520 Valuation allowance (3,704,412 ) (3,292,520 ) 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, 2017 and 2016: 2017 2016 Federal tax rate (34 % ( 34) % Effect of state taxes ( 6) % ( 6) % Change in valuation allowance 40 % 40 % Total 0 % 0 % At September 30, 2017 and 2016, 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, 2017 and 2016 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 2014 through 2017 tax years generally remain subject to examination by federal tax authorities. On December 22, 2017, new tax legislation came into effect. The provisions are generally effective for years beginning on or after January 1, 2018. The most impactful item to the Company in the new law is the change in tax rate from 34% to 21%. This will reduce the gross deferred tax assets prior to existing full valuation allowance from an effective rate of 40% to an effective rate of 27%. The current provision and disclosures do not reflect the new tax legislation. Had this legislation passed prior to our September 30 fiscal year-end, the effect would have been a reduction in deferred tax assets, and the corresponding valuation allowance, of approximately $1,200,000, as of September 30, 2017. Given the full valuation allowance, the change is not expected to have a significant impact on the financial statements. |
STOCKHOLDERS DEFICIENCY
STOCKHOLDERS DEFICIENCY | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS (DEFICIENCY) | 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, 2017 and 2016 plus dividends in arrears as per below). Each share of Preferred Stock has an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1. The Series A Preferred Stock was marketed through a private placement memorandum that included a reference to a ratchet provision which would have allowed the holders of the stock to claim a better conversion rate based on other stock transactions conducted by the Company during the three year period following the original issuance of the shares. The Certificate of Designation does not contain a ratchet provision. Certain of the stock related transactions consummated by the Company during this time period may have triggered this ratchet provision, and thus created a claim by holders of the Series A Preferred Stock who purchased based on this representation for a greater conversion rate than initially provided. The Company is currently negotiating with some of the remaining Series A holders regarding this claim and their conversation rate of their Series A Preferred Stock. Changes to the preferred stock conversion ratio may result in modification or extinguishment accounting. That may result in a deemed preferred stock dividend which would reduce net income available to common stockholders in the calculation of earnings per share. Certain of the smaller Series A holders have already converted or provided notice of conversion of their shares. In respect of this claim, the Company and its outside counsel determined that it is not possible to offer an opinion regarding the outcome. An adverse outcome could materially increase the accumulated deficit. The dividends are cumulative commencing on the issue date when and if declared by the Board of Directors. As of September 30, 2017 and 2016, dividends in arrears were $463,837 ($.52 per share) and $393,037 ($.44 per share), respectively. At both September 30, 2017 and 2016, 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, 2017, and 2016 no shares of Series B Preferred are outstanding. 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. 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 on December 10, 2013 from $0.62 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. In November of 2010, the Company approved the issuance of 2,000,000 options to a consultant at an exercise price of $0.46 per share. The options vested immediately and expired in November 2015. 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 $-0- and $67,895 for the years ended September 30, 2017 and 2016, respectively. Option activity for 2016 and 2017 is summarized as follows: Weighted Average Options Exercise Price Options outstanding, October 1, 2016 15,542,688 $ 0.08 Granted $ Forfeited 2,000,000 $ .46 Options outstanding, September 30, 2016 13,542,688 $ 0.02 Granted Forfeited Options outstanding, September 30, 2017 13,542,688 $ 0.02 Aggregate intrinsic value $ 488,567 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, 2017: Weighted Average Remaining Options Exercisable Weighted Average Ranges of prices Number Contractual Exercise Number Exercise $ 0.020 10,000,000 1.29 $ 0.020 10,000,000 $ 0.020 $ 0.035 3,542,688 1.22 $ 0.035 3,542,688 $ 0.035 $0.020-$0.035 13,542,688 1.27 $ 0.024 13,542,688 $ 0.024 As of September 30, 2017, there was no unrecognized compensation cost related to non-vested options granted. Warrants: A summary of the warrants outstanding at September 30, 2017 and 2016 is as follows : Weighted Average Expiration Warrants Exercise Price Date 50,000 Varies 2018 672,500 $ 0.15 2018 722,500 $ 0.142 No warrants were issued or exercised during the years ended September 30, 2017 and 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date of this filing. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
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 and has an accumulated deficit of approximately $12.8 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 the proceeds from the Sale Agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company used the proceeds from the Sale Agreement to fund operations. Currently 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. |
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 2017 2016 Income Per Common Share - Basic: Net income (loss) available to common stockholders $ (1,044,737 ) $ (1,160,896 ) Weighted-average common shares outstanding 153,483,050 153,483,050 Basic income (loss) per share $ (0.01 ) $ (0.01 ) Income Per Common Share - Diluted: Net income (loss) $ (1,044,737 ) $ (1,160,896 ) Weighted-average common shares outstanding 153,483,050 153,483,050 Convertible preferred stock ----- ----- Stock options ----- ----- Weighted-average common shares outstanding and common share equivalents 153,483,050 153,483,050 Diluted income (loss) per share $ (0.01 ) $ (0.01 ) The following weighted average securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: 2017 2016 Options — 3,542,688 Warrants 722,500 722,500 The following weighted average 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 2017: 2017 Options 10,224,603 2,203,330 Convertible Preferred Stock 8,850,000 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, 2017 and 2016 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, 2017 and 2016 is $8,000 and $7,500, respectively. The unrealized gain for the year ended September 30, 2017 was $500 net of income taxes, and was reported as a component of comprehensive loss. 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. |
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 | 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 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 November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation --Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. 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 consolidated financial statements of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Income Per Common Share | Year Ended 2017 2016 Income Per Common Share - Basic: Net income (loss) available to common stockholders $ (1,044,737 ) $ (1,160,896 ) Weighted-average common shares outstanding 153,483,050 153,483,050 Basic income (loss) per share $ (0.01 ) $ (0.01 ) Income Per Common Share - Diluted: Net income (loss) $ (1,044,737 ) $ (1,160,896 ) Weighted-average common shares outstanding 153,483,050 153,483,050 Convertible preferred stock ----- ----- Stock options ----- ----- Weighted-average common shares outstanding and common share equivalents 153,483,050 153,483,050 Diluted income (loss) per share $ (0.01 ) $ (0.01 ) |
Schedule Of Income Loss per Common Share Exclusions | 2017 2016 Options — 3,542,688 Warrants 722,500 722,500 |
Schedule of Income Loss per Common Share Exclusions | 2017 Options 10,224,603 2,203,330 Convertible Preferred Stock 8,850,000 8,850,000 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | 2017 2016 Professional fees $ 206,087 $ 156,007 Interest 92,389 74,890 $ 298,476 $ 230,897 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | 2017 2016 Net operating loss carry forwards $ 1,780,508 $ 1,630,872 Unrealized loss 1,197,000 1,197,000 Stock based compensation 40,104 40,104 Accrued expenses 686,800 424,544 Total deferred tax assets 3,704,412 3,292,520 Valuation allowance (3,704,412 ) (3,292,520 ) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate | 2017 2016 Federal tax rate (34 % ( 34) % Effect of state taxes ( 6) % ( 6) % Change in valuation allowance 40 % 40 % Total 0 % 0 % |
STOCKHOLDERS DEFICIENCY (Tables
STOCKHOLDERS DEFICIENCY (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Stockholders Deficiency Tables | |
Schedule of Option Activity | Weighted Average Options Exercise Price Options outstanding, October 1, 2016 15,542,688 $ 0.08 Granted $ Forfeited 2,000,000 $ .46 Options outstanding, September 30, 2016 13,542,688 $ 0.02 Granted Forfeited Options outstanding, September 30, 2017 13,542,688 $ 0.02 Aggregate intrinsic value $ 488,567 |
Schedule of Value of Options | Weighted Average Remaining Options Exercisable Weighted Average Ranges of prices Number Contractual Exercise Number Exercise $ 0.020 10,000,000 1.29 $ 0.020 10,000,000 $ 0.020 $ 0.035 3,542,688 1.22 $ 0.035 3,542,688 $ 0.035 $0.020-$0.035 13,542,688 1.27 $ 0.024 13,542,688 $ 0.024 |
Schedule of Warrants Outstanding | Weighted Average Expiration Warrants Exercise Price Date 50,000 Varies 2018 672,500 $ 0.15 2018 722,500 $ 0.142 |
THE COMPANY (Details Narrative)
THE COMPANY (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Date of Incorporation | Sep. 6, 2007 |
State of Incorporation | Nevada |
Sale Agreement | |
Date of Agreement | Nov. 7, 2014 |
Purchase Price | $ 3,600,000 |
Know How SPA | |
Date of Agreement | Jul. 21, 2010 |
Payment to Acquire Subsidiary | $ 2,000,000 |
LOSS PER SHARE - Schedule of In
LOSS PER SHARE - Schedule of Income Per Common Share (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Per Common Share - Basic: | ||
Net loss available to common stockholders | $ (1,044,737) | $ (1,160,896) |
Weighted average number of shares outstanding Basic | 153,483,050 | 153,483,050 |
Loss per share Basic | $ (0.01) | $ (0.01) |
Income Per Common Share - Diluted: | ||
Net loss available to common stockholders | (1,044,737) | (1,160,896) |
Convertible preferred stock | ||
Stock options | ||
Weighted average number of shares outstanding Diluted | 153,483,050 | 153,483,050 |
Loss per share Diluted | $ (0.01) | $ (0.01) |
LOSS PER SHARE - Schedule Of 26
LOSS PER SHARE - Schedule Of Income Loss per Common Share Exclusions (Details) - shares | Sep. 30, 2017 | Sep. 30, 2016 |
Exclusions - Calcs | ||
Options | ||
Warrants | 722,500 | |
Exclusions - Diluted Calcs | ||
Options | 3,542,688 | |
Warrants | 722,500 | |
Exclusions - Calcs #2 | ||
Options | 10,224,603 | |
Convertible preferred stock | 8,850,000 | |
Exclusions - Diluted Calcs #2 | ||
Options | 2,203,330 | |
Convertible preferred stock | 8,850,000 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Common stock of Amarantus Corporation | $ 8,000 | $ 7,500 |
Change in unrealized gain (loss) on available-for-sale securities, net of income taxes | 500 | |
Loss on other than temporary decline in fair value of investment | (292,500) | |
Accumulated deficit | (12,773,831) | $ (11,799,894) |
Loss on other than a temporary decline in fair value of investment | $ (2,992,500) |
SALE OF ASSET (Details Narrativ
SALE OF ASSET (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Sale Agreement | |
Date of Agreement | Nov. 7, 2014 |
Option to License IP, Term | 5 years |
Option to License IP, Cost | $ 10,000,000 |
Option to License IP, Description | Amarantus can exercise this option at a cost of $10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million. |
Sale Agmt Amendment | |
Date of Agreement | Jan. 30, 2015 |
DUE FROM RELATED PARTY (Details
DUE FROM RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Interest income | $ 4,670 | |
Promissory Note 38 | ||
Date of Note | Dec. 15, 2016 | |
Interest rate | 8.00% | |
Debt Instrument, Principal | $ 64,622 | |
Maturity Date | Dec. 15, 2017 | |
Debt Instrument, Accrued Interest | $ 7,308 | |
Debt Instrument, Balance | $ 0 | |
Supply Agmt | ||
Date of Agreement | Oct. 16, 2016 | |
Term of Agreement | 3 years | |
Advances to Consultant | $ 64,622 | |
Interest rate | 8.00% | |
Debt Instrument, Accrued Interest | $ 2,646 |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 206,087 | $ 156,007 |
Interest | 92,389 | 74,890 |
Accrued expenses - other | $ 298,476 | $ 230,897 |
ACCRUED EXPENSES (Details Narra
ACCRUED EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Payables and Accruals [Abstract] | ||
Other operating income - reversal of accounts payable | $ 15,000 | $ 416,063 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Loan payable | $ 10,000 | $ 10,000 | |
Loans payable - related parties | 20,000 | 13,009 | |
Repayments of loans from officers | 20,000 | ||
Investor | |||
Loan payable | 10,000 | 10,000 | |
Loan payable, balance | $ 10,000 | 10,000 | |
CEO | |||
Loans payable - related parties | 13,009 | ||
Loan payable, balance | $ 0 | ||
CFO | |||
Loans payable - related parties | 10,000 | ||
CSO | |||
Loans payable - related parties | $ 10,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accrued expenses other | $ 298,476 | $ 230,897 |
Interest expense | $ (17,499) | (17,548) |
Promissory Note 2 | ||
Date of Note | Dec. 21, 2011 | |
Debt Instrument | $ 150,000 | |
Maturity Date | Jun. 21, 2012 | |
Interest Rate | 31.23% | |
Additional interest rate if late | 10.00% | |
Debt Instrument, Balance | $ 175,000 | 175,000 |
Accrued expenses other | $ 92,839 | $ 74,890 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 1,780,508 | $ 1,630,872 |
Unrealized loss | 1,197,000 | 1,197,000 |
Stock based compensation | 40,104 | 40,104 |
Accrued expenses | 686,800 | 424,544 |
Total deferred tax assets | 3,704,412 | 3,292,520 |
Valuation allowance | (3,704,412) | (3,292,520) |
Net deferred tax asset |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
Effect of state taxes | (6.00%) | (6.00%) |
Adjustment of valuation allowance | 40.00% | 40.00% |
Total | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating Loss Carryforwards | $ 4,400,000 |
Carryforward Expiration Date | Jan. 1, 2029 |
STOCKHOLDERS DEFICIENCY - Sched
STOCKHOLDERS DEFICIENCY - Schedule of Option Activity (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders Deficiency - Schedule Of Option Activity Details | ||
Beginning Balance, number of shares | 13,542,688 | 15,542,688 |
Beginning Balance, weighted average exercise price | 0.02 | 0.08 |
Options granted, number of shares | ||
Options granted, weighted average exercise price | ||
Options exercised, number of shares | ||
Options exercised, weighted average exercise price | ||
Options expired, number of shares | 2,000,000 | |
Options expired, weighted average exercise price | 0.46 | |
Ending Balance, number of shares | 13,542,688 | 13,542,688 |
Ending Balance, weighted average exercise price | 0.02 | 0.02 |
Aggregate Intrinsic Value | $ 488,567 |
STOCKHOLDERS DEFICIENCY - Sch38
STOCKHOLDERS DEFICIENCY - Schedule of Value of Options (Details) | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Stock Option 1 | |
Options | shares | 10,000,000 |
Exercise price | $ / shares | $ 0.020 |
Expected life | 1 year 4 months |
Options Exercisable | shares | 10,000,000 |
Options Exercisable, Exercise Price | $ / shares | $ 0.020 |
Stock Option 2 | |
Options | shares | 3,542,688 |
Exercise price | $ / shares | $ 0.035 |
Expected life | 1 year 3 months |
Options Exercisable | shares | 3,542,688 |
Options Exercisable, Exercise Price | $ / shares | $ 0.035 |
STOCKHOLDERS DEFICIENCY - Sch39
STOCKHOLDERS DEFICIENCY - Schedule of Warrant Activity (Details) | 12 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
Warrant 1 | |
Warrants | $ 50,000 |
Date of Expiration | Dec. 31, 2018 |
Warrant 2 | |
Warrants | $ 672,500 |
Weighted Average Exercise price | $ / shares | $ 0.15 |
Date of Expiration | Dec. 31, 2018 |
STOCKHOLDERS DEFICIENCY (Detail
STOCKHOLDERS DEFICIENCY (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Series A Preferred Stock, Issued and outstanding | 885,000 | 885,000 |
Common stock, Issued | 157,911,410 | 157,911,410 |
Stock based compensation - general and administrative | $ 67,895 | |
Series A | ||
Dividend per annum | 8.00% | |
Dividends | $ 53,149 | |
Dividend Stated Value, Description | Each share of Preferred Stock has an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1. | |
Dividends payable | $ 463,837 | $ 393,037 |
Series A Preferred Stock, Issued and outstanding | 885,000 | 885,000 |
Series B | ||
Series B Preferred Stock, Shares Authorized | 4,000,000 | |
Series B Preferred Stock, Outstanding | 0 | 0 |
Board Members | ||
Date of Issuance | Jan. 6, 2011 | |
Common stock, Issued | 885,672 | |
Common Stock Option, Exercise Price | $ 0.035 | |
Stock based compensation - general and administrative | $ 0 | $ 67,895 |
Date of Expiration | Dec. 31, 2018 | |
Stock Option Agmt | ||
Date of Expiration | Jan. 15, 2019 | |
Date of Agreement | Jan. 15, 2015 | |
Options | 10,000,000 | |
Exercise price | $ 0.02 |