ACCOUNTING POLICIES | 2 ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. Basis of preparation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”) and United States generally accepted accounting principles (“GAAP”) for interim reporting. In the opinion of management, the accompanying consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the six months September 30, 2017 Revised Prior Period Amounts The Company identified an error in its calculation of fair value relating to warrants issued to consultants in the quarter ended December 31, 2017. The fair value was overstated by $280,851 which overstated stock based compensation and Additional Paid in Capital. Tabular summaries of the revisions are presented below: Consolidated Balance Sheet December 31, 2017 Previously Reported Revisions Revised Reported Additional paid in capital $ 19,272,299 $ (280,851 ) $ 18,991,448 Accumulated deficit (14,302,519 ) 280,851 (14,021,668) Consolidated Statement of Operations Quarter ended December 31, 2017 Previously Reported Revisions Revised Reported Net Loss $ (2,003,451 ) $ 280,851 $ 1,722,600 Net loss per share (0.03 ) (0.00 ) (0.03 ) The Company analyzed the revisions under SEC staff guidance (Staff Accounting Bulletin 108 Principles of Consolidation In accordance with ASC 810 Consolidation, the Company consolidates any entity in which it has a controlling financial interest. Further, the Company consolidates any variable interest entity that it is deemed to be the primary beneficiary of, and have the power to direct its significant activities. Upon review of the relationship between Rasna Therapeutics Limited (“Rasna UK”) and Rasna Inc., Management noted that equity investment in Rasna UK was not sufficient to fund its operations. Accordingly, Rasna Inc. was considered to be the primary beneficiary of the assets held within Rasna UK, which primarily consist of cash received from Rasna Inc. to fund its operations, and has power to direct its significant activities. As a result, Rasna Inc. consolidates this variable interest entity. The consolidated financial statements include the financial statements of the Company and its subsidiary, Arna Therapeutics Limited and its variable interest entity, Rasna Therapeutics Ltd, as well as the operations of Rasna Inc. for the period from May 17, 2016 through March 31, 2018. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements. Business Combinations Management accounts for business combinations under the provisions of Accounting Standards Codification ("ASC") Topic 805 10 805 10 805 10 The amounts reflected within the Note 3 are the results of the final valuation report of the purchase price allocation. Going Concern The Company is subject to a number of risks similar to those of other pre-commercial stage companies, including its dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of the Company's development programs and, ultimately, the attainment of profitable operations are dependent on future events, including obtaining adequate financing to fulfill its development activities and generating a level of revenues adequate to support the Company's cost structure. The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years, and at March 31, 2018 , had an accumulated deficit of $15,166,081, a net loss for the for the six months ended March 31, 2018 of $2,867,013 and net cash used in operating activities of $1,994,145. We expect to continue to incur net losses and have significant cash outflows for at least the next twelve In the event that the Company is unable to secure the necessary additional cash resources needed, the Company may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company's cost structure. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the fair values of stock based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the consolidated financial position and results of operations. Fair Value The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate fair value because of the short-term nature of such financial instruments. Management measures certain other assets at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of related party receivables. Deposits held with banks, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and bear minimal risk. Management believes that the institutions that hold our instruments are financially sound and are subject to minimal credit risk. Cash and cash equivalents Cash and cash equivalents consists of cash on deposit with banks with an original maturity of three From time to time, the Company’s balances in its bank accounts exceed Federal Deposit Insurance Corporation limits. The Company will periodically evaluate the risk of exceeding insured levels and might transfer funds if it deems appropriate. The Company has not experienced any losses with regards to balances in excess of insured limits or as a result of other concentrations of credit risk. Prepayments and other receivables Prepayments consists of prepaid Directors and Officers liability insurance. Property and Equipment Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation is computed in a straight line method based on the estimated useful lives of the related assets. The estimated useful lives of the major classes of depreciable assets are 2 to 5 year s for equipment Goodwill and Intangible assets Intangible assets are made up of indefinite lived intangible assets, in-process research and development, (“IPR&D”) and certain intellectual property (“IP”). The balance of the indefinite lived intangible assets represents the platform technology that was acquired in 2013 n ha Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment charge is recognized only when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Management evaluates indefinite life intangible assets for impairment on an annual basis and on an interim basis if events or changes in circumstances between annual impairment tests indicate that the asset might be impaired. The ongoing evaluation for impairment of its indefinite life intangible assets requires significant management estimates and judgment. Management reviews indefinite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges during the six months ended March 31, 2018 2017 Risks and Uncertainties The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks associated with an early stage company, including the potential risk of business failure. Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2018 Research and development Expenditure on research and development is charged to the statements of operations in the year in which it is incurred with the exception of expenditures incurred in respect of the development of major new products where the outcome of those projects is assessed as being reasonably certain in regards to viability and technical feasibility. Such expenditure is capitalized and amortized straight line over the estimated period of sale for each product, commencing in the year that sales of the product are first made. To date, the Company has not capitalized any such expenditures other than certain IPR&D & IP recorded in connection with certain acquisition or equity transactions. Foreign Currency Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the company operates. The financial statements are presented in United States Dollar (“USD”), which is the company’s functional and presentational currency. Foreign currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at the year-end of monetary assets and liabilities denominated in foreign currencies are recognized in the statements of operations. Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: March 31, 2018 March 31, 2017 Stock options 4,829,875 3,162,375 Warrants 1,926,501 1,440,501 Total shares issuable upon exercise or conversion 6,756,376 4,602,876 The following is the computation of net loss per share for the following periods: For the Three Months Ended March 31 2018 2017 (Unaudited) (Unaudited) Net loss for the period $ (1,144,412 ) $ (947,929 ) Weighted average number of shares 68,908,003 63,969,031 Net loss per share (basic and diluted) $ (0.02 ) $ (0.01 ) For the Six Months Ended March 31, 2018 2017 (Unaudited) (Unaudited) Net loss for the period $ (2,867,013 ) $ (2,304,013 ) Weighted average number of shares 68,908,003 64,679,798 Net loss per share (basic and diluted) $ (0.04 ) $ (0.04 ) Warrants In April 2016, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On February 28, 2017, the Company issued a ten year warrant to purchase 1,440,501 shares of common stock at an exercise price of $0.37 per share. The Company had determined that the service inception date preceded the grant date, and accordingly, recorded a liability to issue warrants in the Company as of the date that the equity was issued, with an offset charge to additional paid-in capital as these are offering costs. The liability to issue warrants was marked to market each period until the grant date, at which point the Company determined that in accordance with ASC 815-40-25- 7 7 In July 2017, the Company committed to issue warrants as compensation to the placement agents relating to fundraising. On August 31, 2017, the Company issued a ten year warrant to purchase 112,000 shares of common stock at an exercise price of $0.65 per share. On August 31, 2017, the Company entered into consulting agreements with placement agents who were providing consulting services in the areas of capital market advisory and investor relations. In lieu of fees for these consulting services, on September 1, 2017, the Company issued ten year warrants to purchase 374,000 shares of common stock at an exercise price of $0.60 per share. The Company determined that the service inception date did not preceed the grant date, and accordingly classifies the warrants in stockholder's equity, in accordance with ASC 815-40-25- 7 7 Equity-Based Payments ASC Topic 718 The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505 50 Income taxes On December 22, 2017, The Tax Cuts and Jobs Act was signed into law and has resulted in significant change to the U.S corporate income tax system. These changes include a federal statutory rate reduction from Changes in tax rates and tax laws are accounted for in the period of enactment. Therefore, during the six March 31, 2018 $4,301 related to our current estimate of the impact of the 2017 Recent Accounting Pronouncements Not Yet Adopted On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016 15 2016 15 eight 230 The amendments in ASU 2016 15 2016 15 In November 2016, the FASB issued ASU No. 2016 18 Statement of Cash Flows (Topic 230 (“ASU 2016 18 2016 18 2016 18 In January 2017, the FASB issued ASU 2017 1 805 Management has evaluated and concluded that there will be no material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017 04 350 two An entity will apply a one The guidance is effective for annual and interim goodwill impairment tests performed for periods beginning after December 15, 2019 with early adoption permitted in January 2017. Management has evaluated and concluded that there will be no material impact on its consolidated financial statements. In July 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017 11 Earnings Per Share (Topic 260 480 815 1 815 2 260 Management has evaluated and concluded that there will be no material impact on its consolidated financial statements. |