Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | Apr. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-146834 | |
Entity Registrant Name | Regenicin, Inc. | |
Entity Central Index Key | 0001412659 | |
Entity Tax Identification Number | 27-3083341 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 10 High Court | |
Entity Address, City or Town | Little Falls | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07424 | |
City Area Code | 973 | |
Local Phone Number | 557-8914 | |
Title of 12(b) Security | COMMON | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 153,483,050 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
CURRENT ASSETS | ||
Cash | $ 10,880,109 | $ 14,568 |
Investment, at amortized cost | 978,860 | |
Common stock of Amarantus | 225 | 925 |
Total current and total assets | 11,859,194 | 15,493 |
CURRENT LIABILITIES | ||
Accounts payable | 103,119 | |
Accrued expenses - other (related party of $75,389 and $65,471) | 281,739 | 254,595 |
Accrued salaries - officers | 4,612,001 | 4,612,001 |
Deferred income | 12,533,625 | |
Promissory note payable | 175,000 | 175,000 |
Convertible promissory note - officer | 335,683 | 335,683 |
Loan payable | 10,000 | 10,000 |
Loans payable - officer | 122,235 | 122,235 |
Total current liabilities | 18,070,283 | 5,612,633 |
STOCKHOLDERS' DEFICIENCY | ||
Series A 8% 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 | 10,208,339 | 10,208,339 |
Accumulated deficit | (16,573,799) | (15,959,850) |
Less: treasury stock; 4,428,360 shares at par | (4,428) | (4,428) |
Total stockholders' deficiency | (6,211,089) | (5,597,140) |
Total liabilities and stockholders' deficiency | $ 11,859,194 | $ 15,493 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
[custom:AccruedLiabilitiesCurrentRelatedParties-0] | $ 75,389 | $ 65,471 |
SeriesAPreferredStockAtParValue | $ 0.001 | $ 0.001 |
SeriesASharesAuthorized | 5,500,000 | 5,500,000 |
SeriesASharesIssued | 885,000 | 885,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 157,911,410 | 157,911,410 |
Common Stock, Shares, Outstanding | 153,483,050 | 153,483,050 |
Treasury Stock, Common, Shares | 4,428,360 | 4,428,360 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
Research and development | 94,743 | 432,256 | ||
General and administrative | 233,093 | 155,513 | 163,199 | 302,045 |
Total operating expenses | 327,836 | 155,513 | 595,455 | 302,045 |
Operating loss before other operating income | (327,836) | (155,513) | (595,455) | (302,045) |
Other operating income - reversal of accounts payable | 0 | 0 | 0 | 0 |
Other income (expenses) | ||||
Interest expense (related party of $9,918, $9,132, $4,984 and $4,600) | (9,249) | (9,011) | (18,644) | (17,954) |
Interest income on held-to-maturity investment | 850 | 850 | ||
Change in unrealized gain (loss) on securities | (200) | (2,125) | (700) | (775) |
Total other expenses | (8,599) | (11,136) | (18,494) | (18,729) |
Net loss | (336,435) | (166,649) | (613,949) | (320,774) |
Preferred stock dividends | (17,458) | (17,458) | (35,303) | (35,303) |
Net loss attributable to common stockholders | $ (353,893) | $ (184,107) | $ (649,252) | $ (356,077) |
Loss per share basic | $ 0 | $ 0 | $ 0 | $ 0 |
Loss per share diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding basic | 153,483,050 | 153,483,050 | 153,483,050 | 153,483,050 |
Weighted average number of shares outstanding diluted | 153,483,050 | 153,483,050 | 153,483,050 | 153,483,050 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Interest Expense, Other | $ 4,984 | $ 4,600 | $ 9,918 | $ 9,132 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total |
Beginning balance, value at Sep. 30, 2021 | $ 885 | $ 157,914 | $ 10,208,339 | $ (15,320,588) | $ (4,428) | $ (4,957,878) |
Shares, Outstanding, Beginning Balance at Sep. 30, 2021 | 885,000 | 157,911,410 | ||||
Net Loss | (154,125) | (154,125) | ||||
Ending balance, value at Dec. 31, 2021 | 885 | $ 157,914 | 10,208,339 | (15,474,713) | (4,428) | (5,112,003) |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 157,911,410 | |||||
Beginning balance, value at Sep. 30, 2021 | $ 885 | $ 157,914 | 10,208,339 | (15,320,588) | (4,428) | (4,957,878) |
Shares, Outstanding, Beginning Balance at Sep. 30, 2021 | 885,000 | 157,911,410 | ||||
Net Loss | (320,774) | |||||
Ending balance, value at Mar. 31, 2022 | $ 885 | $ 157,914 | 10,208,339 | (15,641,362) | (4,428) | (5,278,652) |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 885,000 | 157,911,410 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 885 | $ 157,914 | 10,208,339 | (15,474,713) | (4,428) | (5,112,003) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 157,911,410 | |||||
Net Loss | (166,649) | (166,649) | ||||
Ending balance, value at Mar. 31, 2022 | $ 885 | $ 157,914 | 10,208,339 | (15,641,362) | (4,428) | (5,278,652) |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 885,000 | 157,911,410 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 885 | $ 157,914 | 10,208,339 | (15,959,850) | (4,428) | (5,597,140) |
Shares, Outstanding, Beginning Balance at Sep. 30, 2022 | 885,000 | 157,911,410 | ||||
Net Loss | (277,514) | (277,514) | ||||
Ending balance, value at Dec. 31, 2022 | $ 885 | $ 157,914 | 10,208,339 | (16,297,135) | (4,428) | (5,934,425) |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 885,000 | 157,911,410 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 885 | $ 157,914 | 10,208,339 | (15,959,850) | (4,428) | (5,597,140) |
Shares, Outstanding, Beginning Balance at Sep. 30, 2022 | 885,000 | 157,911,410 | ||||
Net Loss | (613,949) | |||||
Ending balance, value at Mar. 31, 2023 | $ 885 | $ 157,914 | 10,208,339 | (16,574,649) | (4,428) | (6,211,939) |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 885,000 | 157,911,410 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 885 | $ 157,914 | 10,208,339 | (16,297,135) | (4,428) | (5,934,425) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 885,000 | 157,911,410 | ||||
Net Loss | (336,435) | (336,435) | ||||
Ending balance, value at Mar. 31, 2023 | $ 885 | $ 157,914 | $ 10,208,339 | $ (16,574,649) | $ (4,428) | $ (6,211,939) |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 885,000 | 157,911,410 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (613,949) | $ (320,774) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss on investment | 700 | 775 |
Accrued interest on loans and notes payable | 18,644 | 17,954 |
Accretion of discount on held-to-maturity investment | (850) | |
Accounts payable | (103,119) | (8,676) |
Accrued expenses - other | 8,500 | 3,075 |
Accrued salaries - officers | 290,500 | |
Net cash used in operating activities | (690,074) | (17,146) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds of loans from officers | 17,000 | |
Proceeds from the sale of partnership interests | (978,010) | |
Net cash provided by financing activities | (978,010) | 17,000 |
NET INCREASE IN CASH | 10,865,541 | (146) |
CASH - BEGINNING OF PERIOD | 14,568 | 1,859 |
CASH - END OF PERIOD | 10,880,109 | 1,713 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes |
THE COMPANY
THE COMPANY | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY | NOTE 1 - THE COMPANY Regenicin, Inc. ("Regenicin"), formerly known as 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. On August 31, 2022, we filed articles of continuance with the states of Nevada and Wyoming effectively moving our organizational jurisdiction from Nevada to Wyoming effective on that date. The Company's business plan is to develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of burns, chronic wounds and a variety of plastic surgery procedures. In October 2022, the Company set up a new Nevada Series LLC called NovaDerm Product Package, LLC (“NPP LLC”). During November and December 2022, consistent with Nevada law governing this Master Series LLC, the Company established twenty-five (25) individual series LLCs, identifying each with a series letter of A through T or AA through EE. Thus, each of these sub-entities were named NovaDerm Product Package Series A, LLC through Series T, LLC, and then Series AA to Series EE, LLC (or NPP-A through NPP-T and NPP-AA through NPP-EE for short). Into each of these twenty-five individual Series LLCs, the Company contributed the right and exclusive ownership to a certain amount of the bovine hides and corium that the Company currently owned and used as key materials in the preparation of its NovaDerm® product, as well as the right to designate: (a) the specific patient cultured skin to be prepared from these materials; (b) the amount of this cultured skin to be prepared up to a designated amount and (c) the medical facility to receive the fully prepared and processed NovaDerm® cultured skin from these materials (these materials and combined designation rights are collectively referred to herein as the “NovaDerm® Product Rights”). For NPP-A through NPP-T and NPP-AA through NPP-CC the Company designated 33,333 cm 2 2 2 The Company subsequently transferred 99% of their membership interests (or 99 membership interests) in each of these Series LLC to various Limited Liability Companies, held by individuals unknown to us, in exchange for a pre-agreed payment. Prior to December 31, 2022, the members of these LLCs voted to donate 100% of the membership interests to charity. While the Company retains possession of the materials transferred in each Series LLC contribution, the Company has a continuing obligation to segregate and manage those materials as well as to prepare the NovaDerm® cultured skin product as designated by each Series LLC holder or their designate. The identified materials are currently set apart from other such materials and are being held by the Company pending the identification of the patient and medical facility as instructed by each NovaDerm® Product Rights holder. Notwithstanding this retention of possession by the Company, the ownership and legal title to the materials are retained and fully vested in the individual Series LLC or its designate. The above-described transfers of membership interests in the Series LLCs generated a substantial amount of cash which we are obligated to use for the completion of our NovaDerm IND and the administration of our product clinical trials. No assurance, however, can be given as to the success or failure of such IND or clinical trials, or as to any future FDA decisions made following these trials. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 - BASIS OF PRESENTATION Interim Financial Statements: The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of those of a recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2023. These unaudited consolidated financial statements should be read in conjunction with the unaudited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2022, as filed with the Securities and Exchange Commission. The consolidated balance sheet as of September 30, 2022, contained herein has been derived from the unaudited consolidated financial statements as of September 30, 2022, but does not include all disclosures required by U.S. GAAP. 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 recurring losses and as of March 31, 2023, has an accumulated deficit of approximately $16.6 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 recently the certain partnership interest. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 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. Financial Instruments and Fair Value Measurement: As of October 1, 2018, the Company adopted 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 no longer is 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. As a result of the adoption, the Company recorded a cumulative effect adjustment of a $950 decrease to accumulated other comprehensive income, and a corresponding decrease to accumulated deficit, as of October 1, 2018. Common stock of Amarantus BioScience Holdings, Inc. (“Amarantus”) is 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, and unrealized gains and losses are 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 March 31, 2023 is $ 225 . The change in unrealized loss for the six months ended March 31, 2023 and 2022 was $ (700) and $ (775) net of income taxes, respectively, and was reported as other income (expense). Recently Issued Accounting Pronouncements: Any 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. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
LOSS PER SHARE | NOTE 3 - LOSS PER SHARE Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. The following weighted average securities have been excluded from the calculation of net loss per share for the six months ended March 31, 2023 and 2022 as the exercise price was greater than the average market price of the common shares: 2023 2022 Options 11,771,344 11,771,334 The following weighted average securities have been excluded from the calculation because the effect of including these potential shares was anti-dilutive due to the net losses incurred during the six months ended March 31, 2023 2023 2022 Convertible Preferred Stock 8,850,000 8,850,000 Convertible Promissory Note 99,889,073 19,072,770 108,739,073 36,694,114 |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Mar. 31, 2023 | |
Loans Payable | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE Convertible Promissory Note – Officer Through March 31, 2020, John Weber, the Company's Chief Financial Officer, advanced the Company a total of $ 335,683 . On March 31, 2020, these advances were converted into a convertible promissory note. Interest on the note is computed at 5% per annum and accrues from the time of the advances until the maturity date. The original maturity date was September 30, 2020, at which time all the accrued interest and principal became due. The note has been extended several times and most recently to December 31, 2022 . For the six and three months ended March 31, 2023 and 2022 interest totaling $ 9,918 9,132 4,984 4,600 , respectively, was incurred. Accrued interest on the note was $ 75,389 and $ 65,471 at March 31, 2023 and September 30, 2022, respectively, which is included in accrued expenses on the accompanying consolidated balance sheets. The note is convertible at the option of Mr. Weber into shares of the Company's common stock at the prevailing market rate on the date of conversion. Loan Payable: In February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both March 31, 2023 and September 30, 2022, the loan payable totaled $ 10,000 . Loans Payable - Officer: Through September 30, 2020, J. Roy Nelson, the Company’s Chief Science Officer, made net advances to the Company totaling $ 26,935 . The loans do not bear interest and are due on demand. In September 2018, Randall McCoy, the Company’s Chief Executive Officer, advanced to the Company $ 4,500 . The loan does not bear interest and is due on demand. From July 2020 through September 2022, John Weber, the Company’s Chief Financial Officer, advanced to the Company $ 90,800 5 |
BRIDGE FINANCING
BRIDGE FINANCING | 6 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
BRIDGE FINANCING | NOTE 5 - 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 . 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 March 31, 2023 and September 30, 2022, the note balance was $ 175,000 . Interest expense was $ 8,726 for each of the six months ended March 31, 2023 and 2022. Accrued interest on the note was $ 186,664 and 179,938 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | NOTE 6 - INVESTMENTS The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each consolidated balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale. Held-to-maturity securities are recorded as either short term or long term on the consolidated balance sheet, based on contractual maturity date and are stated at amortized cost. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in members’ equity. At March 31, 2023, the Company held an investment in debt securities that was classified as held-to-maturity and consisted of the following: Amortized Unrealized United States Treasury Obligation $ 978,860 $ (236 ) |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 - INCOME TAXES The Company recorded no income tax expense for the six months ended March 31, 2023 and 2022 because the estimated annual effective tax rate was zero. As of March 31, 2023, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | NOTE 8 – STOCKHOLDERS' DEFICIENCY Preferred Stock: Series A At both March 31, 2023 and September 30, 2022, 885,000 shares of Series A Preferred Stock (“Series A Preferred”) were outstanding. 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 March 31, 2023 and September 30, 2022 plus dividends in arrears as per below). Each share of Series A Preferred Stock has an initial stated value of $ 1.00 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. There have been no new developments related to the remaining Series A holders regarding this claim and the conversion 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 March 31, 2023, and September 30, 2022, dividends in arrears were $ 835,333 ($.96 per share) and $ 818,030 ($.92 per share), respectively. Series B Four million ( 4,000,000) shares of Series B Convertible Preferred Stock (“Series B Preferred”) 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 Preferred, as follows: Year 1 - Total Dividend to all Series B holders = .03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders = .02 x Gross Revenue in the U.S. Year 3 - Total Dividend to all Series B holders = .01 x Gross Revenue in the U.S. At March 31, 2023, no shares of Series B Preferred are outstanding. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 9 - STOCK-BASED COMPENSATION The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505, “Equity.” Costs are measured at the estimated fair value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10- 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. The Company paid rent in the amount of $ 24,610 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 4 for loans payable to related parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this filing. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Interim Financial Statements: | Interim Financial Statements: The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of those of a recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2023. These unaudited consolidated financial statements should be read in conjunction with the unaudited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2022, as filed with the Securities and Exchange Commission. The consolidated balance sheet as of September 30, 2022, contained herein has been derived from the unaudited consolidated financial statements as of September 30, 2022, but does not include all disclosures required by U.S. GAAP. |
Going Concern: | 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 recurring losses and as of March 31, 2023, has an accumulated deficit of approximately $16.6 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 recently the certain partnership interest. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 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. |
Financial Instruments and Fair Value Measurement: | Financial Instruments and Fair Value Measurement: As of October 1, 2018, the Company adopted 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 no longer is 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. As a result of the adoption, the Company recorded a cumulative effect adjustment of a $950 decrease to accumulated other comprehensive income, and a corresponding decrease to accumulated deficit, as of October 1, 2018. Common stock of Amarantus BioScience Holdings, Inc. (“Amarantus”) is 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, and unrealized gains and losses are 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 March 31, 2023 is $ 225 . The change in unrealized loss for the six months ended March 31, 2023 and 2022 was $ (700) and $ (775) net of income taxes, respectively, and was reported as other income (expense). |
Recently Issued Accounting Pronouncements: | Recently Issued Accounting Pronouncements: Any 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. |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Income per Common Share | 2023 2022 Options 11,771,344 11,771,334 |
Income Loss per Common Share Exclusion | 2023 2022 Convertible Preferred Stock 8,850,000 8,850,000 Convertible Promissory Note 99,889,073 19,072,770 108,739,073 36,694,114 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Debt Securities | Amortized Unrealized United States Treasury Obligation $ 978,860 $ (236 ) |
THE COMPANY (Details Narrative)
THE COMPANY (Details Narrative) | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity Incorporation, Date of Incorporation | Sep. 06, 2007 |
Schedule of Income per Common S
Schedule of Income per Common Share (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Options | $ 11,771,344 | $ 11,771,334 |
Income Loss per Common Share Ex
Income Loss per Common Share Exclusion (Details) - shares | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Convertible Preferred Stock | 8,850,000 | 8,850,000 |
Convertible Promissory Note | 99,889,073 | 19,072,770 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 108,739,073 | 36,694,114 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Common Stock, Value, Issued | $ 157,914 | $ 157,914 | |
Unrealized Gain (Loss) on Investments | (700) | $ (775) | |
A M B S [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Common Stock, Value, Issued | $ 225 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 27 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2018 | |
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | |||||||
[custom:AccruedLiabilitiesCurrentRelatedParties-0] | $ 75,389 | $ 75,389 | $ 65,471 | ||||||
Loans Payable, Current | 10,000 | 10,000 | $ 10,000 | ||||||
Chief Financial Officer [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 500% | ||||||||
[custom:LoansPayableRelatedParties] | $ 90,800 | ||||||||
Chief Financial Officer [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loans Payable | $ 335,683 | ||||||||
Debt Instrument, Maturity Date | Dec. 31, 2022 | ||||||||
Debt Instrument, Increase, Accrued Interest | 4,984 | $ 4,600 | 9,918 | $ 9,132 | |||||
[custom:AccruedLiabilitiesCurrentRelatedParties-0] | $ 75,389 | $ 75,389 | $ 65,471 | ||||||
Chief Science Officer [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loans Payable, Current | $ 26,935 | ||||||||
Chief Executive Officer [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loans Payable | $ 4,500 |
BRIDGE FINANCING (Details Narra
BRIDGE FINANCING (Details Narrative) - Promissory Note 2 [Member] - USD ($) | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Debt Instrument, Issuance Date | Dec. 21, 2011 | ||
Debt Instrument, Face Amount | $ 150,000 | ||
Debt Instrument, Maturity Date | Jun. 21, 2012 | ||
[custom:DebtInstrumentAdditionalInterestRateStatedPercentage-0] | 1,000% | ||
[custom:BalanceOfConvertibleNotesPayable-0] | $ 175,000 | $ 175,000 | |
Debt Instrument, Increase, Accrued Interest | 8,726 | $ 8,726 | |
Accrued Liabilities and Other Liabilities | $ 186,664 | $ 179,938 |
Investment in Debt Securities (
Investment in Debt Securities (Details) | Mar. 31, 2023 USD ($) |
Amtorized Costs [Member] | |
Schedule of Investments [Line Items] | |
United States Treasury Obligation | $ 978,860 |
Unrealized Loss [Member] | |
Schedule of Investments [Line Items] | |
United States Treasury Obligation | $ (236) |
STOCKHOLDERS' DEFICIENCY (Detai
STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:SeriesASharesIssued-0] | 885,000 | 885,000 |
Debt Conversion, Converted Instrument, Rate | 8% | |
[custom:DividendStatedValue] | $ 2 | |
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred Stock, Convertible, Conversion Price | $ 1 | |
Dividends Payable, Current | $ 835,333 | $ 818,030 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
[custom:SeriesBSharesAuthorized-0] | 4,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Related Party Transactions [Abstract] | |
Payments for Rent | $ 24,610 |