Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Dec. 29, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Regen BioPharma Inc | |
Entity Central Index Key | 1,589,150 | |
Document Type | 10-K/A | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE: THIS AMENDMENT NO.1 TO REGEN BIOPHARMA, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2015 (“(“ORIGINAL FILING”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF THE ORIGINAL FILING. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9A. CONTROLS AND PROCEDURES THE COMPANY HAS NOT MODIFIED OR UPDATED DISCLOSURES PRESENTED IN THE ORIGINAL FILING, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS AMENDMENT DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS SPECIFICALLY REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED AND REFLECTS THE DISCLOSURES MADE AT THE TIME OF THE ORIGINAL FILING. | |
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 | $ 0 | |
Entity Common Stock, Shares Outstanding | 124,287,272 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Balance Sheet
Balance Sheet - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
CURRENT ASSETS | |||||||||
Cash | $ 0 | ||||||||
Note Receivable | 10,422 | ||||||||
Prepaid Expenses | 0 | ||||||||
Accrued Interest Receivable | 233 | ||||||||
Total Current Assets | 10,655 | ||||||||
OTHER ASSETS | |||||||||
Available for Sale Securities | 0 | ||||||||
Total Other Assets | 0 | ||||||||
TOTAL ASSETS | 10,655 | ||||||||
Current Liabilities: | |||||||||
Bank Overdraft | 6,137 | ||||||||
Accounts payable | 3,305 | ||||||||
Notes Payable | 120,169 | ||||||||
Accrued payroll taxes | 8,463 | ||||||||
Accrued Interest | 2,212 | ||||||||
Accrued Rent | 0 | ||||||||
Accrued payroll | 0 | ||||||||
Total Current Liabilities | 140,286 | ||||||||
Total Liabilities | 140,286 | ||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 | 5,191 | ||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 0 | ||||||||
Additional Paid in capital | 485,097 | ||||||||
Contributed Capital | 658,658 | ||||||||
Retained Earnings (Deficit) accumulated during the development stage | (1,278,577) | ||||||||
Accumulated Other Comprehensive Income | 0 | ||||||||
Total Stockholders' Equity (Deficit) | $ 82,722 | $ 354,739 | $ (261,382) | (129,631) | $ (5,829) | $ 115,192 | $ 251,393 | $ 115,922 | |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 10,655 | ||||||||
Series A | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 0 | ||||||||
Series AA | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | $ 0 | ||||||||
Restated | |||||||||
CURRENT ASSETS | |||||||||
Cash | $ 38,620 | ||||||||
Note Receivable | 12,051 | ||||||||
Prepaid Expenses | 10,000 | ||||||||
Accrued Interest Receivable | 1,381 | ||||||||
Total Current Assets | 62,052 | ||||||||
OTHER ASSETS | |||||||||
Available for Sale Securities | 158,400 | ||||||||
Total Other Assets | 158,400 | ||||||||
TOTAL ASSETS | 220,452 | ||||||||
Current Liabilities: | |||||||||
Bank Overdraft | 0 | ||||||||
Accounts payable | 25,854 | ||||||||
Notes Payable | 222,751 | ||||||||
Accrued payroll taxes | 1,940 | ||||||||
Accrued Interest | 21,093 | ||||||||
Accrued Rent | 10,000 | ||||||||
Accrued payroll | 36,001 | ||||||||
Total Current Liabilities | 317,639 | ||||||||
Total Liabilities | 317,639 | ||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 | 11,474 | ||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 6,098 | ||||||||
Additional Paid in capital | 2,679,473 | ||||||||
Contributed Capital | 728,658 | ||||||||
Retained Earnings (Deficit) accumulated during the development stage | (3,489,293) | ||||||||
Accumulated Other Comprehensive Income | (33,600) | ||||||||
Total Stockholders' Equity (Deficit) | (97,187) | ||||||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 220,452 | ||||||||
Restated | Series A | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 6,098 | ||||||||
Restated | Series AA | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | $ 3 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2015 | Sep. 30, 2014 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 114,753,938 | 51,610,000 |
Common stock, shares outstanding | 114,753,938 | 51,610,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 5,000,000 |
Series A | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 90,000,000 | 0 |
Preferred stock, shares issued | 60,981,697 | 0 |
Preferred stock, shares outstanding | 0 | |
Series A | Restated | ||
Preferred stock, shares authorized | 90,000,000 | |
Preferred stock, shares issued | 60,981,697 | |
Preferred stock, shares outstanding | 60,981,697 | |
Series AA | ||
Preferred stock, shares authorized | 600,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Series AA | Restated | ||
Preferred stock, shares authorized | 600,000 | |
Preferred stock, shares issued | 30,000 | |
Preferred stock, shares outstanding | 30,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES | $ 0 | |
COST AND EXPENSES | ||
Research and Development | 23,867 | |
General and Administrative | 523,906 | |
Consulting and Professional Fees | 158,581 | |
Rent | 0 | |
Total Costs and Expenses | 706,354 | |
OPERATING LOSS | (706,354) | |
OTHER INCOME & (EXPENSES) | ||
Interest Income | 233 | |
Refunds of amounts previously paid | 490 | |
Interest Expense | (2,212) | |
Capital contribution to parent | (48,510) | |
Loss on issuance of common shares for less than fair value | 0 | |
Preferred shares issued pursuant contractual obligations | 0 | |
TOTAL OTHER INCOME (EXPENSE) | (49,999) | |
NET INCOME (LOSS) | $ (756,353) | |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0146) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 51,731,057 | |
Restated | ||
REVENUES | $ 192,000 | |
COST AND EXPENSES | ||
Research and Development | 282,295 | |
General and Administrative | 1,314,208 | |
Consulting and Professional Fees | 516,701 | |
Rent | 58,071 | |
Total Costs and Expenses | 2,171,276 | |
OPERATING LOSS | (1,979,276) | |
OTHER INCOME & (EXPENSES) | ||
Interest Income | 1,148 | |
Refunds of amounts previously paid | 0 | |
Interest Expense | (21,688) | |
Capital contribution to parent | ||
Loss on issuance of common shares for less than fair value | (207,425) | |
Preferred shares issued pursuant contractual obligations | (3,475) | |
TOTAL OTHER INCOME (EXPENSE) | (231,440) | |
NET INCOME (LOSS) | $ (2,210,716) | |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0251) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 88,185,098 |
Statement of Comprehensive Inco
Statement of Comprehensive Income - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income (Loss) | $ (756,353) | |
Add: | ||
Unrealized Gains on Securities | 0 | |
Less: | ||
Unrealized Losses on Securities | 0 | |
Total Other Comprehensive Income (Loss) | 0 | |
Comprehensive Income | $ (756,353) | |
Restated | ||
Net Income (Loss) | $ (2,210,716) | |
Add: | ||
Unrealized Gains on Securities | 0 | |
Less: | ||
Unrealized Losses on Securities | (33,600) | |
Total Other Comprehensive Income (Loss) | (33,600) | |
Comprehensive Income | $ (2,244,316) |
Statement of shareholder's equi
Statement of shareholder's equity - USD ($) | Series A | Series AA | Common Stock | Additional Paid-In Capital | Retained Earnings | Contributed Capital | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balance, Shares at Sep. 30, 2013 | 51,610,000 | |||||||
Beginning balance, Amount at Sep. 30, 2013 | $ 5,161 | $ 185,127 | $ (522,224) | $ 447,858 | $ 115,922 | |||
Common Stock issued for Cash, Shares | 100,000 | 99,990 | 100,000 | |||||
Common Stock issued for Cash, Amount | $ 10 | |||||||
Common Stock issued for Cash (B), Shares | 100,000 | 99,990 | 100,000 | |||||
Common Stock issued for Cash (B), Amount | $ 10 | |||||||
Common Stock issued for Cash (C), Shares | 100,000 | 99,990 | 100,000 | |||||
Common Stock issued for Cash (C), Amount | $ 10 | |||||||
Contributed Capital | (45,000) | $ (45,000) | ||||||
Net Income (loss) | (209,529) | (209,529) | ||||||
Ending balance, Shares at Dec. 31, 2013 | 51,910,000 | |||||||
Ending balance, Amount at Dec. 31, 2013 | $ 5,191 | $ 485,097 | (731,753) | 492,858 | 251,393 | |||
Contributed Capital | (50,000) | (50,000) | ||||||
Net Income (loss) | (186,201) | (186,201) | ||||||
Ending balance, Shares at Mar. 31, 2014 | 51,910,000 | |||||||
Ending balance, Amount at Mar. 31, 2014 | $ 5,191 | 485,097 | (917,954) | 542,858 | 115,192 | |||
Common stock cancelled, Shares | (2,083) | |||||||
Contributed Capital | (45,000) | (45,000) | ||||||
Net Income (loss) | (166,021) | (166,021) | ||||||
Ending balance, Shares at Jun. 30, 2014 | 51,907,917 | |||||||
Ending balance, Amount at Jun. 30, 2014 | $ 5,191 | 485,097 | (1,083,975) | 587,858 | (5,829) | |||
Contributed Capital | (70,800) | (70,800) | ||||||
Net Income (loss) | (194,602) | (194,602) | ||||||
Ending balance, Shares at Sep. 30, 2014 | 51,907,917 | |||||||
Ending balance, Amount at Sep. 30, 2014 | $ 5,191 | 485,097 | (1,278,577) | 658,658 | (129,631) | |||
Common Stock issued to Consultant, Shares | 136,000 | |||||||
Common Stock issued to Consultant, Amount | $ 14 | 22,426 | 22,440 | |||||
Contributed Capital | (65,000) | (65,000) | ||||||
Net Income (loss) | (219,191) | (219,191) | ||||||
Ending balance, Shares at Dec. 31, 2014 | 0 | 0 | 52,043,917 | |||||
Ending balance, Amount at Dec. 31, 2014 | $ 0 | $ 0 | $ 5,205 | 507,523 | (1,497,768) | 723,658 | (261,382) | |
Beginning balance, Shares at Sep. 30, 2014 | 51,907,917 | |||||||
Beginning balance, Amount at Sep. 30, 2014 | $ 5,191 | 485,097 | (1,278,577) | 658,658 | (129,631) | |||
Ending balance, Shares at Mar. 31, 2015 | 57,134,079 | 30,000 | 109,310,811 | |||||
Ending balance, Amount at Mar. 31, 2015 | $ 5,714 | $ 3 | $ 10,932 | 9,905,102 | (10,310,670) | 743,658 | 354,739 | |
Beginning balance, Shares at Sep. 30, 2014 | 51,907,917 | |||||||
Beginning balance, Amount at Sep. 30, 2014 | $ 5,191 | 485,097 | (1,278,577) | 658,658 | (129,631) | |||
Ending balance, Shares at Jun. 30, 2015 | 60,548,364 | 30,000 | 113,525,096 | |||||
Ending balance, Amount at Jun. 30, 2015 | $ 6,055 | $ 3 | $ 11,353 | 11,209,694 | (11,873,041) | 728,658 | 82,722 | |
Beginning balance, Shares at Sep. 30, 2014 | 51,907,917 | |||||||
Beginning balance, Amount at Sep. 30, 2014 | $ 5,191 | 485,097 | (1,278,577) | 658,658 | (129,631) | |||
Ending balance, Shares at Sep. 30, 2015 | 60,981,697 | 30,000 | 114,753,938 | |||||
Ending balance, Amount at Sep. 30, 2015 | $ 6,098 | $ 3 | $ 11,474 | 11,663,905 | (12,473,725) | 728,658 | $ (33,600) | |
Beginning balance, Shares at Dec. 31, 2014 | 0 | 0 | 52,043,917 | |||||
Beginning balance, Amount at Dec. 31, 2014 | $ 0 | $ 0 | $ 5,205 | 507,523 | (1,497,768) | 723,658 | (261,382) | |
Restricted Stock award issued to Employee, Shares | 9,000,000 | |||||||
Restricted Stock award issued to Employee, Amount | $ 900 | (900) | 0 | |||||
Restricted Stock award issued to Employee (B), Shares | 7,500,000 | |||||||
Restricted Stock award issued to Employee (B), Amount | $ 750 | (750) | 0 | |||||
Restricted Stock award issued to Employee (C), Shares | 6,000,000 | |||||||
Restricted Stock award issued to Employee (C), Amount | $ 600 | (600) | 0 | |||||
Restricted Stock award issued to Employee (D), Shares | 2,500,000 | |||||||
Restricted Stock award issued to Employee (D), Amount | $ 250 | (250) | 0 | |||||
Preferred Stock issued for Debt, Shares | 10,000 | |||||||
Preferred Stock issued for Debt, Amount | $ 1 | 1,999 | 2,000 | |||||
Common shares issued for services, Shares | 500,000 | |||||||
Common shares issued for services, Amount | $ 50 | 139,950 | 140,000 | |||||
Common shares issued for services (B), Shares | 227,632 | |||||||
Common shares issued for services (B), Amount | $ 23 | 63,716 | 63,739 | |||||
Common Shares issued for debt, Shares | 19,932,520 | |||||||
Common Shares issued for debt, Amount | $ 1,993 | 556,582 | 558,575 | |||||
Common Shares issued for debt (B), Shares | 6,249,599 | |||||||
Common Shares issued for debt (B), Amount | $ 625 | 174,375 | 175,000 | |||||
Preferred stock issued as dividend, Shares | 10,395,217 | |||||||
Preferred stock issued as dividend, Amount | $ 1,040 | (1,040) | 0 | |||||
Common Shares issued for debt (C), Shares | 1,785,714 | |||||||
Common Shares issued for debt (C), Amount | $ 179 | 49,821 | 50,000 | |||||
Common Shares issued for debt (D), Shares | 3,571,429 | |||||||
Common Shares issued for debt (D), Amount | $ 357 | 99,643 | 100,000 | |||||
Restricted Stock award issued to Employee (E), Shares | 10,000,000 | |||||||
Restricted Stock award issued to Employee (E), Amount | $ 1,000 | (1,000) | 0 | |||||
Stock issued for Purchase of Patent, Shares | 1,000,000 | |||||||
Stock issued for Purchase of Patent, Amount | $ 100 | 100 | ||||||
Stock issued pursuant to contractual obligations, Shares | 31,538,862 | |||||||
Stock issued pursuant to contractual obligations, Amount | $ 3,154 | 3,154 | ||||||
Preferred Stock issued for Debt (B), Shares | 20,000 | |||||||
Preferred Stock issued for Debt (B), Amount | $ 2 | 3,998 | 4,000 | |||||
Common Stock issued to Consultant, Shares | 4,200,000 | |||||||
Common Stock issued to Consultant, Amount | $ 420 | 420 | ||||||
Loss on Issuance of Securities for Less than fair value | 8,179,432 | 8,179,432 | ||||||
Restricted Stock Award compensation expense | 132,603 | 132,603 | ||||||
Contributed Capital | (20,000) | (20,000) | ||||||
Net Income (loss) | (8,812,902) | (8,812,902) | ||||||
Ending balance, Shares at Mar. 31, 2015 | 57,134,079 | 30,000 | 109,310,811 | |||||
Ending balance, Amount at Mar. 31, 2015 | $ 5,714 | $ 3 | $ 10,932 | 9,905,102 | (10,310,670) | 743,658 | 354,739 | |
Common Shares issued for debt, Shares | 1,428,571 | |||||||
Common Shares issued for debt, Amount | $ 143 | 39,857 | 40,000 | |||||
Common Shares issued for debt (B), Shares | 500,000 | |||||||
Common Shares issued for debt (B), Amount | $ 50 | 14,950 | 15,000 | |||||
Common Shares issued for debt (C), Shares | 500,000 | |||||||
Common Shares issued for debt (C), Amount | $ 50 | 14,951 | 15,000 | |||||
Common Shares issued for debt (D), Shares | 1,785,714 | |||||||
Common Shares issued for debt (D), Amount | $ 178 | 49,822 | 50,000 | |||||
Stock issued pursuant to contractual obligations, Shares | 1,428,571 | |||||||
Stock issued pursuant to contractual obligations, Amount | $ 143 | 143 | ||||||
Stock issued pursuant to contractual obligation (B), Shares | 1,785,714 | |||||||
Stock issued pursuant to contractual obligations (B), Amount | $ 178 | 178 | ||||||
Common Stock issued to Consultant, Shares | 200,000 | |||||||
Common Stock issued to Consultant, Amount | $ 20 | 20 | ||||||
Preferred Stock issued to Consultant, Shares | 1,785,714 | |||||||
Preferred Stock issued to Consultant, Amount | $ 178 | 178 | ||||||
Loss on Issuance of Securities for Less than fair value | 937,425 | 937,425 | ||||||
Restricted Stock Award compensation expense | 247,588 | 247,588 | ||||||
Contributed Capital | (15,000) | (15,000) | ||||||
Net Income (loss) | (1,562,371) | (1,562,371) | ||||||
Ending balance, Shares at Jun. 30, 2015 | 60,548,364 | 30,000 | 113,525,096 | |||||
Ending balance, Amount at Jun. 30, 2015 | $ 6,055 | $ 3 | $ 11,353 | 11,209,694 | (11,873,041) | 728,658 | 82,722 | |
Common Stock issued for Cash, Shares | 666,666 | |||||||
Common Stock issued for Cash, Amount | $ 66 | 33,267 | 33,333 | |||||
Preferred Stock issued for Cash, Shares | 333,333 | |||||||
Preferred Stock issued for Cash, Amount | $ 33 | 16,634 | 16,667 | |||||
Common Stock issued to Consultant, Shares | 412,242 | |||||||
Common Stock issued to Consultant, Amount | $ 41 | 61,795 | 61,836 | |||||
Common Stock issued to Consultant (B), Shares | 149,934 | |||||||
Common Stock issued to Consultant (B), Amount | $ 14 | 19,927 | 19,941 | |||||
Preferred Stock issued to Consultant, Shares | 100,000 | |||||||
Preferred Stock issued to Consultant, Amount | $ 10 | 10 | ||||||
Loss on Issuance of Securities for Less than fair value | 75,000 | 75,000 | ||||||
Restricted Stock Award compensation expense | 247,588 | 247,588 | ||||||
Unrealized Loss on Securities Available for Sale | (33,600) | (33,600) | ||||||
Net Income (loss) | (600,684) | $ (600,684) | ||||||
Ending balance, Shares at Sep. 30, 2015 | 60,981,697 | 30,000 | 114,753,938 | |||||
Ending balance, Amount at Sep. 30, 2015 | $ 6,098 | $ 3 | $ 11,474 | $ 11,663,905 | $ (12,473,725) | $ 728,658 | $ (33,600) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | $ (756,353) | |
Adjustments to reconcile net Income to net cash | ||
Securities Received as Payment for Services | 0 | |
Preferred Stock issued for Expenses | 0 | |
Preferred Stock issued for Interest | 0 | |
Common Stock issued for Expenses | ||
Preferred Stock issued pursuant to contractual obligations | 0 | |
Common Stock issued to Consultants | 0 | |
Preferred Stock issued to Consultants | 0 | |
Increase (Decrease) in Accounts Payable | 3,305 | |
(Increase) Decrease in Notes Receivable | (10,422) | |
(Increase) Decrease in Interest Receivable | (233) | |
Increase (Decrease) in Bank Overdraft | 6,137 | |
Increase (Decrease) in Accrued Expenses | 10,675 | |
Increase in issuance of stock below fair alue | ||
(Increase) Decrease in Prepaid Expenses | 0 | |
Increase in Additional Paid in Capital | ||
Net Cash Provided by (Used in) Operating Activities | (746,891) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 300,000 | |
Preferred Stock issued for Cash | 0 | |
Increase in Contributed Capital | 210,800 | |
Increase (Decrease) in Notes Payable | 120,169 | |
Increase in Convertible Notes Payable | 0 | |
Net Cash Provided by (Used in) Financing Activities | 630,969 | |
Net Increase (Decrease) in Cash | (115,922) | |
Cash at Beginning of Period | 115,992 | |
Supplemental Disclosure of Noncash investing and financing activities: | ||
Common Shares Issued for Debt | 0 | |
Preferred Shares Issued for Debt | 0 | |
Cash Paid for Interest | 0 | |
Cash Paid for Income Tax | 0 | |
Restated | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | $ (2,210,716) | |
Adjustments to reconcile net Income to net cash | ||
Securities Received as Payment for Services | (192,000) | |
Preferred Stock issued for Expenses | 100 | |
Preferred Stock issued for Interest | 891 | |
Common Stock issued for Expenses | ||
Preferred Stock issued pursuant to contractual obligations | 3,475 | |
Common Stock issued to Consultants | 307,955 | |
Preferred Stock issued to Consultants | 450 | |
Increase (Decrease) in Accounts Payable | 22,549 | |
(Increase) Decrease in Notes Receivable | (1,629) | |
(Increase) Decrease in Interest Receivable | (1,148) | |
Increase (Decrease) in Bank Overdraft | (6,137) | |
Increase (Decrease) in Accrued Expenses | 58,359 | |
Increase in issuance of stock below fair alue | 207,425 | |
(Increase) Decrease in Prepaid Expenses | (10,000) | |
Increase in Additional Paid in Capital | 627,778 | |
Net Cash Provided by (Used in) Operating Activities | (1,192,648) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 33,333 | |
Preferred Stock issued for Cash | 16,667 | |
Increase in Contributed Capital | 70,000 | |
Increase (Decrease) in Notes Payable | 138,582 | |
Increase in Convertible Notes Payable | 972,686 | |
Net Cash Provided by (Used in) Financing Activities | 1,231,268 | |
Net Increase (Decrease) in Cash | 38,620 | |
Cash at Beginning of Period | 0 | |
Cash at End of Period | 38,620 | $ 0 |
Supplemental Disclosure of Noncash investing and financing activities: | ||
Common Shares Issued for Debt | 1,002,686 | |
Preferred Shares Issued for Debt | 6,000 | |
Cash Paid for Interest | 0 | |
Cash Paid for Income Tax | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a majority owned subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation. The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials A. BASIS OF ACCOUNTING The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. C. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. D. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized. E. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. F. INCOME TAXES The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2015 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. G. BASIC EARNINGS (LOSS) PER SHARE The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception. Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. H. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2015 and $0 for the year ended September 30, 2014. |
Recent Account Pronouncements
Recent Account Pronouncements | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Account Pronouncements | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard. The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows. In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial StatementsLiquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure. On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements. On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following: The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors. Any additional amounts the reporting entity expects to pay on behalf of its co-obligors. While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Companys operating results or financial position. On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Companys operating results or financial position. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys management has not determined whether implementation of such standards would be material to its financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 12,473,725 during the period from April 24, 2012 (inception) through September 30, 2015. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. During the quarter ended March 31, 2015 the Company raised $775,000 through the issuance of convertible debt , during the quarter ended June 30, 2015 the Company raised $90,000 through the issuance of convertible debt ( Note 4) and during the quarter ended September 30, 2015 the Company raised $50,000 through the issuance of 333,333 units of securities of the Company (Units) with each Unit consisting of 2 common shares and one share of the Companys Series A Preferred Stock . |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE September 30, 2015 September 30, 2014 Bio Matrix Scientific Group, Inc. (Note 7) 19,701 90,000 David Koos ( Notes7) 50 30,168 Bio Technology Partners Business Trust 84,000 0 Bostonia Partners 119,000 0 Notes payable $ 222,751 $ 120,168 $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. This amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion $50 lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum. This amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion $84,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. This amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $500,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion $60,000 lent to the Company by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10% per annum $59,000 lent to the Company by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10% per annum. The weighted average interest rate on all borrowings by Regen due in one year or less is 10% as of September 30, 2015. The weighted average interest rate on all borrowings by Regen due in one year or less is 11.25% as of September 30, 2014. CONVERTIBLE NOTES PAYABLE During the quarter ended March 31, 2015 the Company issued Convertible Notes ( Notes) with an aggregate face value of $882,686 . Consideration for these Notes consisted of: (a) $775,000 cash and (b) Satisfaction of $107,686 of existing indebtedness: Each Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears simple interest at 10% per annum payable quarterly at the demand of the Lender. All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( Conversion Price) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. Trading Day shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lenders securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender. Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period. If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion. All Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of the Companys Series A Preferred shares were issued to Noteholders pursuant to the terms and conditions of the Notes. The Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Companys convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685 was recognized by the Company. This liability was eliminated prior to the end of the Companys second quarter as a result of the full conversion of all Notes prior to the end of the Companys second quarter. During the quarter ended June 30, 2015 the Company issued Convertible Notes ( Notes) with an aggregate face value of $90,000 . Consideration for these Notes consisted of $90,000. All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( Conversion Price) equivalent the lower of (1) a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. Trading Day shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lenders securities. Or (2) $0.03 per share Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender. Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period. If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion. During the quarter ended June 30, 2015 the Company issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible notes. The Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability was eliminated prior to the end of the Companys third quarter as a result of the full conversion of these convertible noted prior to the end of the Companys third quarter. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Notes Receivable | NOTE 5. NOTES RECEIVABLE September 30, 2015 September 30, 2014 Entest Biomedical, Inc. (Note 7) $ 12,051 $ 10,422 Notes Receivable $ 12,051 $ 10,422 $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6. INCOME TAXES As of September 30, 2015 Deferred tax assets: Net operating tax carry forwards $ 4,241,066 Other -0- Gross deferred tax assets 4,241,066 Valuation allowance (4,241,066 ) Net deferred tax assets $ -0- As of September 30, 2015 the Company has a Deferred Tax Asset of $4,241,066 completely attributable to net operating loss carry forwards of approximately $12,473,725 (which expire 20 years from the date the loss was incurred). Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0. Income tax is calculated at the 34% Federal Corporate Rate. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS As of June 30, 2015 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (BMSN) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090. The Company also utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Companys parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month. As of September 30, 2015 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. As of September 30, 2015 the Company is indebted to BMSN in the amount of $19,701. $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. As of September 30, 2015 the Company is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. On June 23, 2015 the Company entered into an agreement (Agreement) with Zander Therapeutics, Inc. ( Zander) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company ( License IP) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc. Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary. The abovementioned payments may be made, at Zanders discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance. Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter. Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement). Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000). The Agreement may be terminated by The Company: If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zanders first commercial sale of a Licensed Product. The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP. The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated. The Agreement may be terminated by either party in the event of a material breach by the other party. On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Companys parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month. On March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San Diego, CA 92121 from Human BioMolecular Research Institute (Sublease Agreement). Pursuant to the terms of the Sublease Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (HBRI) . The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. On June 1, 2015 Regen Biopharma, Inc. terminated its sublease with Human BioMolecular Research Institute On March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional, scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the agreement. On June 1, 2015 Regen Biopharma, Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as September 30, 2015: Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 114,753,938 shares issued and outstanding. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1). On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. Preferred Stock, $0.0001 par value, 100,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of September 30, 2015 and 90,000,000 is designated Series A Preferred Stock of which 60,981,697 shares are outstanding as of September 30, 2015. The abovementioned shares authorized pursuant to the Companys certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired. Series AA Preferred Stock On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (Certificate of Designations) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Series AA Preferred Stock (hereinafter referred to as Series AA Preferred Stock). The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Series A Preferred Stock On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock"). The Board of Directors of the Company have authorized 90,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the Board) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the Additional Dividends) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a Liquidation), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the Liquidation Amount) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board. |
Stock Transactions
Stock Transactions | 12 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Stock Transactions | Common Stock During the year ended September 30, 2015 the Company issued 666,666 Common Shares for cash proceeds of $333,333. During the year ended September 30, 2015 the Company issued 1,425,808 Common Shares valued at $307,956 for services. During the year ended September 30, 2015 the Company issued 25,000,000 Common Shares as Restricted Stock Awards to employees. During the year ended September 30, 2015 the Company issued 35,753,547 Common Shares in satisfaction of $1,003,575 of indebtedness. Series A Preferred Stock On March 11, 2015 stock dividend of 10,395,217 Series A Preferred shares was paid to the Companys common shareholders of record as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma, Inc. common Stock owned as of the Record Date. During the year ended September 30, 2015 the Company issued 10,000,000 Series A Preferred shares as Restricted Stock Awards to employees. On March 17, 2015 the Company issued 1,000,000 shares of its Series A Preferred Stock to Thomas Ichim, the Companys Chief Scientific Officer, as partial consideration for the sale to the company by Ichim of all right, title, and interest in and to the certain invention (hereinafter Invention) entitled Gene Silencing of the Brother of the Regulator of Imprinted Sites for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark Office on September 11, 2011. During the year ended September 30, 2015 the Company issued 34,753,147 shares of its Series A Preferred Stock in accordance with the terms and conditions of convertible notes issued. During the year ended September 30, 2015 the Company issued 4,500,00 shares of its Series A Preferred Stock for services. During the year ended September 30, 2015 the Company issued 333,333 shares of its Series A Preferred Stock for cash proceeds of $16,667. Series AA Preferred Stock On February 13, 2015 the Company issued 10,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (BMSN) in satisfaction of $2,000 of indebtedness owed by the company to BMSN. On March 23, 2015 the Company issued 20,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (BMSN) in satisfaction of $4,000 of indebtedness owed by the company to BMSN. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 11. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to the original issuance of Regen’s annual financial statements for the period ended September 30, 2015 the Company determined that the recognition of $8,984,432 of expenses recognized during the year ended September 30, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized. The following tables reflect the corrections: REGEN BIOPHARMA , INC. BALANCE SHEET As of September 30, 2015 Adjustments As of September 30, 2015 (restated) ASSETS CURRENT ASSETS Cash 38,620 38,620 Note Receivable 12,051 12,051 Prepaid Expenses 10,000 10,000 Accrued Interest Receivable 1,381 1,381 Total Current Assets 62,052 62,052 OTHER ASSETS Available for Sale Securities 158,400 158,400 Total Other Assets 158,400 158,400 TOTAL ASSETS 220,452 220,452 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Bank Overdraft 0 0 Accounts payable 25,854 25,854 Notes Payable 222,751 222,751 Accrued payroll taxes 1,940 1,940 Accrued Interest 21,093 21,093 Accrued Rent 10,000 10,000 Accrued Payroll 36,001 36,001 Total Current Liabilities 317,639 317,639 Total Liabilities 317,639 317,639 STOCKHOLDERS' EQUITY (DEFICIT) Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 11,474 11,474 Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of September 30, 2015 and September 30, 2014 respectively Series A Preferred 90,000,000 Authorized and 0 authorized, 60,981,697 and 0 outstanding as of September 30, 2105 and September 30, 2014 respectively 60,981,697 and 0 outstanding as of September 30, 2105 and September 30, 2014 respectively 6,098 6,098 Series AA Preferred $0.0001 par value 600,000 authorized and 30, 000 and 0 outstanding as of September 30, 2015 and September 30, 2014 respectively 3 3 Additional Paid in capital 11,663,905 (8,984,432 ) 2,679,473 Contributed Capital 728,658 728,658 Retained Earnings (Deficit) accumulated during the development stage (12,473,725 ) 8,984,432 (3,489,293 ) Accumulated Other Comprehensive Income (33,600 ) (33,600 ) Total Stockholders' Equity (Deficit) (97,187 ) (97,187 ) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) 220,452 220,452 REGEN BIOPHARMA , INC. STATEMENT OF OPERATIONS Year Ended September 30, 2015 Adjustments Year Ended September 30, 2015 Restated REVENUES 192,000 192.000 COST AND EXPENSES Research and Development 282,295 282,295 General and Administrative 1,314,208 1,314,208 Consulting and Professional Fees 516,701 516,701 Rent 58,071 58,071 Total Costs and Expenses 2,171,276 2,171,276 OPERATING LOSS (1,979,276 ) (1,979,276 ) OTHER INCOME & (EXPENSES) Interest Income 1,148 1,148 Refunds of amounts previously paid 0 0 Interest Expense (21,688 ) (21,688 ) Capital contribution tp parent Loss on issuance of common shares for less than fair value (9,191,857 ) 8,984,432 (207,425 ) Preferred shres issued pursuant to contractual obligations (3,475 ) (3,475 ) TOTAL OTHER INCOME (EXPENSE) (9,215,872 ) (231,440 ) NET INCOME (LOSS) (11,195,147 ) (2,210,715 ) BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE (0.1270 ) (0.0251 ) WEIGHTED AVERAGE NUMBER OF COMMON 88,185,098 88,185,098 SHARES OUTSTANDING REGEN BIOPHARMA, INC. STATEMENT OF COMPREHENSIVE INCOME Year Ended September 30, (as restated) 2015 Adjustments 2015 Net Income (Loss) $ (11,195,147 ) 8,984,432 $ (2,210,716 ) Add: Unrealized Gains on Securities 0 0 Less: Unrealized Losses on Securities (33,600 ) (33,600 ) Total Other Comprehensive Income (Loss) (33,600 ) (33,600 ) Comprehensive Income $ (11,228,747 ) (2,244,316 ) REGEN BIOPHARMA , INC. STATEMENT OF CASH FLOWS Year Ended September 30, 2015 Adjustments Year Ended September 30, 2015 (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) (11,195,147 ) 8,984,432 (2,210,716 ) Adjustments to reconcile net Income to net cash Securities Received as Payment for Services (192,000 ) (192,000 ) Preferred Stock issued for Expenses 100 100 Predrred Stock issued for interest 891 891 Common Stock issued for expenses Preferred Stock issued pursuant to contractual obligations 3,475 3,475 Common Stock issued to Consultants 307,955 307,955 Preferred Stock issued to Consultants 450 450 Changes in operating assets and liabilities: Increase (Decrease) in Accounts Payable 22,549 22,549 (Increase) Decrease in Notes Receivable (1,629 ) (1,629 ) (Increase) Decrease in Interest Receivable (1,148 ) (1,148 ) Increase ( Decrease) in Bank Overdraft (6,137 ) (6,137 ) Increase (Decrease) in accrued Expenses 58,359 58,359 (Increase) Decrease in Prepaid Expenses (10,000 ) (10,000 ) Increase in issuance of stock below fair value 9,191,857 (8,984,432 ) 207,425 Increase in Additional Paid in Capital 627,778 627,778 Net Cash Provided by (Used in) Operating Activities (1,192,648 ) (1,192,648 ) CASH FLOWS FROM FINANCING ACTIVITIES Common Stock issued for Cash 33,333 33,333 Preferred Stock issued for Cash 16,667 16,667 Increase in Contributed Capital 70,000 70,000 Increase ( Decrease) in Notes Payable 138,582 138,582 Increase in Convertible Notes payable 972,686 972,686 Net Cash Provided by (Used in) Financing Activities 1,231,268 1,231,268 Net Increase (Decrease) in Cash $ 38,620 38,620 Cash at Beginning of Period 0 0 Cash at End of Period $ 38,620 38,620 Supplemental Disclosure of Noncash investing and financing activities: Common Shares Issued for Debt $ 1,002,686 Preferred Shares issued for Debt $ 6,000 Cash Paid for Interest 0 Cash Paid for Income Tax 0 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS On October 14, 2015 Regen Biopharma, Inc. ( the Company) amended Article 3 of the Companys Articles of Incorporation to be and read as follows: 3. Authorized Shares: The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 800,000,000 shares of Preferred Stock having a $.0001 par value. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions. On October 14, 2015, the Company amended Section 1 of the Certificate of Designation of the Companys authorized Series A Preferred Stock to be and read as follows: Section 1. Designation and Amount. The shares of this series of preferred stock will be designated as Series A Preferred Stock (the Series A Preferred) which series shall consist of three hundred million (300,000,000) shares having a par value of $.0001 per share. On October 28, 2015 Regen issued 3,333,334 of its common shares (Shares) for cash consideration of $166,666. On November 20, 2015 Regen issued 2,200,000 of its common shares (Shares) for cash consideration of $55,000. On December 29,2015 Regen issued 4,000,000 of its common shares ( Shares) for cash consideration of $100,000 On October 28, 2015 Regen issued 1,666,667 of its shares of Series A Preferred Stock (Shares) for cash consideration of $83,333. On October 28, 2015 Regen issued 11,000,000 of its shares of Series A Preferred Stock (Shares) to Dr. Harry Lander, Regens President, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015. On November 20, 2015 Regen issued 400,000 of its shares of Series A Preferred Stock (Shares) as consideration for nonemployee services. On November 20, 2015 Regen issued 2,200,000 of its shares of Series A Preferred Stock (Shares) for cash consideration of $55,000. On December 29, 2015 Regen issued 4,000,000 of its Series A Preferred Stock ( Shares) for cash consideration of $100,000 During the Registrant's most two most recent fiscal years there were no disagreements with Seale and Beers, Certified Public Accountants LLC (S&B) , the Companys independent registered public accounting firm, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to S&Bs satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements. |
Organization and Summary of S20
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF ACCOUNTING | A. BASIS OF ACCOUNTING The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. |
USE OF ESTIMATES | B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
CASH EQUIVALENTS | C. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
PROPERTY AND EQUIPMENT | D. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | E. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
INCOME TAX | F. INCOME TAXES The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2015 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. |
BASIC EARNINGS (LOSS) PER SHARE | G. BASIC EARNINGS (LOSS) PER SHARE The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception. Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. |
ADVERTISING | H. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2015 and $0 for the year ended September 30, 2014. |
Notes Payable and Convertible21
Notes Payable and Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | September 30, 2015 September 30, 2014 Bio Matrix Scientific Group, Inc. (Note 7) 19,701 90,000 David Koos ( Notes7) 50 30,168 Bio Technology Partners Business Trust 84,000 0 Bostonia Partners 119,000 0 Notes payable $ 222,751 $ 120,168 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Note Receivable | September 30, 2015 September 30, 2014 Entest Biomedical, Inc. (Note 7) $ 12,051 $ 10,422 Notes Receivable $ 12,051 $ 10,422 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | As of September 30, 2015 Deferred tax assets: Net operating tax carry forwards $ 4,241,066 Other -0- Gross deferred tax assets 4,241,066 Valuation allowance (4,241,066 ) Net deferred tax assets $ -0- |
Restatement of Previously Iss24
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Consolidated Balance Sheeet | REGEN BIOPHARMA , INC. BALANCE SHEET As of September 30, 2015 Adjustments As of September 30, 2015 (restated) ASSETS CURRENT ASSETS Cash 38,620 38,620 Note Receivable 12,051 12,051 Prepaid Expenses 10,000 10,000 Accrued Interest Receivable 1,381 1,381 Total Current Assets 62,052 62,052 OTHER ASSETS Available for Sale Securities 158,400 158,400 Total Other Assets 158,400 158,400 TOTAL ASSETS 220,452 220,452 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Bank Overdraft 0 0 Accounts payable 25,854 25,854 Notes Payable 222,751 222,751 Accrued payroll taxes 1,940 1,940 Accrued Interest 21,093 21,093 Accrued Rent 10,000 10,000 Accrued Payroll 36,001 36,001 Total Current Liabilities 317,639 317,639 Total Liabilities 317,639 317,639 STOCKHOLDERS' EQUITY (DEFICIT) Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 11,474 11,474 Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of September 30, 2015 and September 30, 2014 respectively Series A Preferred 90,000,000 Authorized and 0 authorized, 60,981,697 and 0 outstanding as of September 30, 2105 and September 30, 2014 respectively 60,981,697 and 0 outstanding as of September 30, 2105 and September 30, 2014 respectively 6,098 6,098 Series AA Preferred $0.0001 par value 600,000 authorized and 30, 000 and 0 outstanding as of September 30, 2015 and September 30, 2014 respectively 3 3 Additional Paid in capital 11,663,905 (8,984,432 ) 2,679,473 Contributed Capital 728,658 Retained Earnings (Deficit) accumulated during the development stage (12,473,725 ) 8,984,432 (3,489,293 ) Accumulated Other Comprehensive Income (33,600 ) (33,600 ) Total Stockholders' Equity (Deficit) (97,187 ) (97,187 ) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) 220,452 220,452 |
Restatement of Statement of Operations | REGEN BIOPHARMA , INC. STATEMENT OF OPERATIONS Year Ended September 30, 2015 Adjustments Year Ended September 30, 2015 Restated REVENUES 192,000 192.000 COST AND EXPENSES Research and Development 282,295 282,295 General and Administrative 1,314,208 1,314,208 Consulting and Professional Fees 516,701 516,701 Rent 58,071 58,071 Total Costs and Expenses 2,171,276 2,171,276 OPERATING LOSS (1,979,276 ) (1,979,276 ) OTHER INCOME & (EXPENSES) Interest Income 1,148 1,148 Refunds of amounts previously paid 0 0 Interest Expense (21,688 ) (21,688 ) Capital contribution tp parent Loss on issuance of common shares for less than fair value (9,191,857 ) 8,984,432 (207,425 ) Preferred shres issued pursuant to contractual obligations (3,475 ) (3,475 ) TOTAL OTHER INCOME (EXPENSE) (9,215,872 ) (231,440 ) NET INCOME (LOSS) (11,195,147 ) (2,210,715 ) BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE (0.1270 ) (0.0251 ) WEIGHTED AVERAGE NUMBER OF COMMON 88,185,098 88,185,098 SHARES OUTSTANDING |
Restatement of Comprehensive Income | REGEN BIOPHARMA, INC. STATEMENT OF COMPREHENSIVE INCOME Year Ended September 30, (as restated) 2015 Adjustments 2015 Net Income (Loss) $ (11,195,147 ) 8,984,432 $ (2,210,716 ) Add: Unrealized Gains on Securities 0 0 Less: Unrealized Losses on Securities (33,600 ) (33,600 ) Total Other Comprehensive Income (Loss) (33,600 ) (33,600 ) Comprehensive Income $ (11,228,747 ) (2,244,316 ) |
Restatement of Statment of Cashflows | REGEN BIOPHARMA , INC. STATEMENT OF CASH FLOWS Year Ended September 30, 2015 Adjustments Year Ended September 30, 2015 (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) (11,195,147 ) 8,984,432 (2,210,716 ) Adjustments to reconcile net Income to net cash Securities Received as Payment for Services (192,000 ) (192,000 ) Preferred Stock issued for Expenses 100 100 Predrred Stock issued for interest 891 891 Common Stock issued for expenses Preferred Stock issued pursuant to contractual obligations 3,475 3,475 Common Stock issued to Consultants 307,955 307,955 Preferred Stock issued to Consultants 450 450 Changes in operating assets and liabilities: Increase (Decrease) in Accounts Payable 22,549 22,549 (Increase) Decrease in Notes Receivable (1,629 ) (1,629 ) (Increase) Decrease in Interest Receivable (1,148 ) (1,148 ) Increase ( Decrease) in Bank Overdraft (6,137 ) (6,137 ) Increase (Decrease) in accrued Expenses 58,359 58,359 (Increase) Decrease in Prepaid Expenses (10,000 ) (10,000 ) Increase in issuance of stock below fair value 9,191,857 (8,984,432 ) 207,425 Increase in Additional Paid in Capital 627,778 627,778 Net Cash Provided by (Used in) Operating Activities (1,192,648 ) (1,192,648 ) CASH FLOWS FROM FINANCING ACTIVITIES Common Stock issued for Cash 33,333 33,333 Preferred Stock issued for Cash 16,667 16,667 Increase in Contributed Capital 70,000 70,000 Increase ( Decrease) in Notes Payable 138,582 138,582 Increase in Convertible Notes payable 972,686 972,686 Net Cash Provided by (Used in) Financing Activities 1,231,268 1,231,268 Net Increase (Decrease) in Cash $ 38,620 38,620 Cash at Beginning of Period 0 0 Cash at End of Period $ 38,620 38,620 Supplemental Disclosure of Noncash investing and financing activities: Common Shares Issued for Debt $ 1,002,686 Preferred Shares issued for Debt $ 6,000 Cash Paid for Interest 0 Cash Paid for Income Tax 0 |
Restatement of Shareholder's Equity | REGEN BIOPHARMA , INC. Statement of shareholder's equity For the years ended September 30, 2015 and 2014 Quarter Ended March 31, 2015 Adjustment As Restated APIC Loss on Issuance of Securities for Less than fair value recognized during quarter 8,179,432 (8,179,432 ) 0 Accumulated Deficit Net Loss (8,812,902 ) 8,179,432 (633,470 ) Quarter Ended June 30 2015 APIC Loss on Issuance of Securities for Less than fair value recognized during quarter 937,425 (730,000 ) 207,425 Accumulated Deficit Net Loss (1,562,371 ) 730000 (832,371 ) Quarter Ended September 30 2015 APIC Loss on Issuance of Securities for Less than fair value recognized during quarter 75,000 (75,000 ) 0 Accumulated Deficit Net Loss (600,684 ) 75,000 (525,684 ) |
Organization and Summary of S25
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||
Valuation allowance | 100.00% | 100.00% |
Advertising expenses | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 41 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | |
Net Income (Loss) | $ 600,684 | $ 1,562,371 | $ 8,812,902 | $ (12,473,725) |
Issuance of convertible debt | $ 50,000 | $ 90,000 | $ 775,000 | |
Units of securities issued | 50,010,000 | |||
Common Stock | ||||
Units of securities issued | 666,666 | |||
Preferred Stock | ||||
Units of securities issued | 111,111 |
Notes Payable and Convertible27
Notes Payable and Convertible Notes Payable - Notes Payable (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Notes Payable | $ 19,701 | |
Bio Matrix Scientific Group, Inc. | ||
Notes Payable | 19,701 | $ 90,000 |
David Koos | ||
Notes Payable | 50 | 30,168 |
Bio Technology Partners Business Trust | ||
Notes Payable | 84,000 | 0 |
Bostonia Partners | ||
Notes Payable | $ 119,000 | $ 0 |
Notes Payable and Convertible28
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Interest rate on notes payable | 10.00% | 11.25% | ||
Convertible note | $ 882,686 | |||
Convertible note issued for cash | 775,000 | |||
Convertible note issued for idebtedness | $ 107,686 | |||
Convertible note, interest rate | 10.00% | |||
Aggregate derivative liability | $ 350,666 | $ 2,368,685 | ||
Convertible notes issued | $ 90,000 | |||
Common Stock | ||||
Stock issued | 3,214,285 | |||
Common Stock | ||||
Stock issued | 31,539,262 | |||
Series A | ||||
Stock issued | 3,214,285 | 31,538,862 | 34,753,147 | |
Bio Matrix Scientific Group, Inc. | ||||
Related party note payable | $ 19,701 | |||
Interest rate on notes payable | 10.00% | |||
Line of credit | $ 700,000 | |||
David Koos | ||||
Related party note payable | $ 50 | |||
Interest rate on notes payable | 15.00% | |||
Line of credit | $ 700,000 | |||
Bio Technology Partners Business Trust | ||||
Related party note payable | $ 84,000 | |||
Interest rate on notes payable | 10.00% | |||
Line of credit | $ 500,000 | |||
Due Sept. 16, 2016 | ||||
Related party note payable | $ 60,000 | |||
Interest rate on notes payable | 10.00% | |||
Due Sept. 22, 2016 | ||||
Related party note payable | $ 59,000 | |||
Interest rate on notes payable | 10.00% |
Notes Receivable - Note Receiva
Notes Receivable - Note Receivable (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Accounting Policies [Abstract] | ||
Entest Biomedical, Inc. (Note 7) | $ 12,051 | $ 10,422 |
Notes receivable | $ 12,051 | $ 10,422 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Accounting Policies [Abstract] | ||
Entest Biomedical note receivable | $ 12,051 | $ 10,422 |
Interest rate on note receivable | 10.00% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) | Sep. 30, 2015USD ($) |
Deferred tax assets: | |
Net operating tax carry forwards | $ 4,241,066 |
Other | 0 |
Gross deferred tax assets | 4,241,066 |
Valuation allowance | (4,241,066) |
Net deferred tax assets | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Sep. 30, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred Tax Asset | $ 4,241,066 |
Net operating loss carry forwards | $ 12,473,725 |
Federal corporate rate | 34.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)ft² | Sep. 28, 2015USD ($)shares | Sep. 30, 2014USD ($) | |
Capital contributions | $ 728,658 | |||
Common shares issued to parent company | shares | 50,010,000 | |||
Aggregate consideration of common shares issued | $ 20,090 | |||
Rental space | ft² | 2,300 | |||
Monthly Fee | $ 5,000 | |||
Note receivable from related party | 12,051 | $ 10,422 | ||
Notes payable to related party | 19,701 | |||
License fee | 100,000 | |||
Royalties, receivable | $ 10,000 | |||
Royalties receivable, percentage | 4.00% | |||
Stock received as license initiation fee, shares | shares | 8,000,000 | |||
Stock received as license initiation fee, value | $ 100,000 | |||
Entest Biomedical Inc. | ||||
Note receivable from related party | $ 12,051 | |||
Interest rate of note receivable | 10.00% | |||
Notes payable to related party | $ 19,701 | |||
David R. Koos | ||||
Interest rate of note receivable | 10.00% | |||
Notes payable to related party | $ 50 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 6 Months Ended | 12 Months Ended |
Sep. 08, 2015USD ($) | Sep. 30, 2015USD ($)ft² | |
Rental space | ft² | 2,300 | |
Monthly Fee | $ 5,000 | |
Office Space | ||
Rental space | ft² | 2,300 | |
Rent | $ 5,000 | |
Laboratory Space | ||
Rental space | ft² | 199 | |
Rent | $ 400 | |
Research Agreement | ||
Monthly Fee | $ 2,700 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - $ / shares | 12 Months Ended | ||
Sep. 30, 2015 | Oct. 14, 2015 | Sep. 30, 2014 | |
Capital Stock | |||
Common stock, Par value | $ 0.0001 | $ .0001 | $ 0.0001 |
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock issued and outstanding | 114,753,938 | 51,610,000 | |
Preferred stock, par value | $ 0.0001 | $ .0001 | $ 0.0001 |
Preferred stock, authorized | 100,000,000 | 800,000,000 | 5,000,000 |
Series A | |||
Capital Stock | |||
Preferred stock, par value | $ 0.0001 | $ .0001 | |
Preferred stock, authorized | 90,000,000 | 300,000,000 | 0 |
Preferred stock, issued and outstanding | 60,981,697 | 0 | |
Preferred Stock Voting Rights | With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one. | ||
Liquidation Amount | $ 0.01 | ||
Series AA | |||
Capital Stock | |||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, authorized | 600,000 | ||
Preferred stock, issued and outstanding | 30,000 | ||
Preferred Stock Voting Rights | With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). |
Stock Transactions (Details Nar
Stock Transactions (Details Narrative) - USD ($) | Mar. 23, 2015 | Feb. 13, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 |
Common Stock | |||||
Stock issued for cash, shares | 666,666 | ||||
Stock issued for cash, value | $ 333,333 | ||||
Stock issued for services, shares | 1,425,808 | ||||
Stock issued for services, value | $ 307,955 | ||||
Stock issued as Restricted Stock Awards | 25,000,000 | ||||
Stock issued in satisfaction of indebtedness, shares | 35,753,547 | ||||
Stock issued in satisfaction of indebtedness, value | $ 1,003,575 | ||||
Stock issued convertible note | 31,539,262 | ||||
Series A | |||||
Stock issued for cash, shares | 333,333 | ||||
Stock issued for cash, value | $ 16,667 | ||||
Stock issued for services, shares | 4,500,000 | ||||
Stock issued as Restricted Stock Awards | 10,000,000 | ||||
Stock dividend | 1,000,000 | ||||
Stock dividend terms | Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma, Inc. common Stock owned as of the Record Date. | ||||
Stock issued convertible note | 3,214,285 | 31,538,862 | 34,753,147 | ||
Series AA | |||||
Stock issued in satisfaction of indebtedness, shares | 20,000 | 10,000 | |||
Stock issued in satisfaction of indebtedness, value | $ 4,000 | $ 2,000 |
Restatement of Balance Sheets (
Restatement of Balance Sheets (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
CURRENT ASSETS | |||||||||
Cash | $ 0 | ||||||||
Note Receivable | 10,422 | ||||||||
Prepaid Expenses | 0 | ||||||||
Accrued Interest Receivable | 233 | ||||||||
Total Current Assets | 10,655 | ||||||||
OTHER ASSETS | |||||||||
Available for Sale Securities | 0 | ||||||||
Total Other Assets | 0 | ||||||||
TOTAL ASSETS | 10,655 | ||||||||
Current Liabilities: | |||||||||
Bank Overdraft | 6,137 | ||||||||
Accounts payable | 3,305 | ||||||||
Notes Payable | 120,169 | ||||||||
Accrued payroll taxes | 8,463 | ||||||||
Accrued Interest | 2,212 | ||||||||
Accrued Rent | 0 | ||||||||
Accrued payroll | 0 | ||||||||
Total Current Liabilities | 140,286 | ||||||||
Total Liabilities | 140,286 | ||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 | 5,191 | ||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 0 | ||||||||
Additional Paid in capital | 485,097 | ||||||||
Contributed Capital | 658,658 | ||||||||
Retained Earnings (Deficit) accumulated during the development stage | (1,278,577) | ||||||||
Accumulated Other Comprehensive Income | 0 | ||||||||
Total Stockholders' Equity (Deficit) | $ 82,722 | $ 354,739 | $ (261,382) | (129,631) | $ (5,829) | $ 115,192 | $ 251,393 | $ 115,922 | |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 10,655 | ||||||||
Series A | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 0 | ||||||||
Series AA | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | $ 0 | ||||||||
Original | |||||||||
CURRENT ASSETS | |||||||||
Cash | $ 38,620 | ||||||||
Note Receivable | 12,051 | ||||||||
Prepaid Expenses | 10,000 | ||||||||
Accrued Interest Receivable | 1,381 | ||||||||
Total Current Assets | 62,052 | ||||||||
OTHER ASSETS | |||||||||
Available for Sale Securities | 158,400 | ||||||||
Total Other Assets | 158,400 | ||||||||
TOTAL ASSETS | 220,452 | ||||||||
Current Liabilities: | |||||||||
Bank Overdraft | 0 | ||||||||
Accounts payable | 25,854 | ||||||||
Notes Payable | 222,751 | ||||||||
Accrued payroll taxes | 1,940 | ||||||||
Accrued Interest | 21,093 | ||||||||
Accrued Rent | 10,000 | ||||||||
Accrued payroll | 36,001 | ||||||||
Total Current Liabilities | 317,639 | ||||||||
Total Liabilities | 317,639 | ||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 | 11,474 | ||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 6,098 | ||||||||
Additional Paid in capital | 11,663,905 | ||||||||
Contributed Capital | 728,658 | ||||||||
Retained Earnings (Deficit) accumulated during the development stage | (12,473,725) | ||||||||
Accumulated Other Comprehensive Income | (33,600) | ||||||||
Total Stockholders' Equity (Deficit) | (97,187) | ||||||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 220,452 | ||||||||
Original | Series A | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 6,098 | ||||||||
Original | Series AA | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 3 | ||||||||
Adjustments | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Additional Paid in capital | (8,984,432) | ||||||||
Retained Earnings (Deficit) accumulated during the development stage | 8,984,432 | ||||||||
Restated | |||||||||
CURRENT ASSETS | |||||||||
Cash | 38,620 | ||||||||
Note Receivable | 12,051 | ||||||||
Prepaid Expenses | 10,000 | ||||||||
Accrued Interest Receivable | 1,381 | ||||||||
Total Current Assets | 62,052 | ||||||||
OTHER ASSETS | |||||||||
Available for Sale Securities | 158,400 | ||||||||
Total Other Assets | 158,400 | ||||||||
TOTAL ASSETS | 220,452 | ||||||||
Current Liabilities: | |||||||||
Bank Overdraft | 0 | ||||||||
Accounts payable | 25,854 | ||||||||
Notes Payable | 222,751 | ||||||||
Accrued payroll taxes | 1,940 | ||||||||
Accrued Interest | 21,093 | ||||||||
Accrued Rent | 10,000 | ||||||||
Accrued payroll | 36,001 | ||||||||
Total Current Liabilities | 317,639 | ||||||||
Total Liabilities | 317,639 | ||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014 | 11,474 | ||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 6,098 | ||||||||
Additional Paid in capital | 2,679,473 | ||||||||
Contributed Capital | 728,658 | ||||||||
Retained Earnings (Deficit) accumulated during the development stage | (3,489,293) | ||||||||
Accumulated Other Comprehensive Income | (33,600) | ||||||||
Total Stockholders' Equity (Deficit) | (97,187) | ||||||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 220,452 | ||||||||
Restated | Series A | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | 6,098 | ||||||||
Restated | Series AA | |||||||||
STOCKHOLDERS EQUITY (DEFICIT) | |||||||||
Preferred Stock, 0.0001 par value, 100,000,000 authorized and 5,000,000 authorized as of September 30, 2015 and September 30, 2014 respectively | $ 3 |
Restatment of Statements of Ope
Restatment of Statements of Operations (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES | $ 0 | |
COST AND EXPENSES | ||
Research and Development | 23,867 | |
General and Administrative | 523,906 | |
Consulting and Professional Fees | 158,581 | |
Rent | 0 | |
Total Costs and Expenses | 706,354 | |
OPERATING LOSS | (706,354) | |
OTHER INCOME & (EXPENSES) | ||
Interest Income | 233 | |
Refunds of amounts previously paid | 490 | |
Interest Expense | (2,212) | |
Capital contribution to parent | (48,510) | |
Loss on issuance of common shares for less than fair value | 0 | |
Preferred shares issued pursuant contractual obligations | 0 | |
TOTAL OTHER INCOME (EXPENSE) | (49,999) | |
NET INCOME (LOSS) | $ (756,353) | |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0146) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 51,731,057 | |
Original | ||
REVENUES | $ 192,000 | |
COST AND EXPENSES | ||
Research and Development | 282,295 | |
General and Administrative | 1,314,208 | |
Consulting and Professional Fees | 516,701 | |
Rent | 58,071 | |
Total Costs and Expenses | 2,171,276 | |
OPERATING LOSS | (1,979,276) | |
OTHER INCOME & (EXPENSES) | ||
Interest Income | 1,148 | |
Refunds of amounts previously paid | 0 | |
Interest Expense | (21,688) | |
Capital contribution to parent | ||
Loss on issuance of common shares for less than fair value | (9,191,857) | |
Preferred shares issued pursuant contractual obligations | (3,475) | |
TOTAL OTHER INCOME (EXPENSE) | (9,215,872) | |
NET INCOME (LOSS) | $ (11,195,147) | |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.1270) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 88,185,098 | |
Adjustments | ||
OTHER INCOME & (EXPENSES) | ||
Loss on issuance of common shares for less than fair value | $ 8,984,432 | |
NET INCOME (LOSS) | 8,984,432 | |
Restated | ||
REVENUES | 192,000 | |
COST AND EXPENSES | ||
Research and Development | 282,295 | |
General and Administrative | 1,314,208 | |
Consulting and Professional Fees | 516,701 | |
Rent | 58,071 | |
Total Costs and Expenses | 2,171,276 | |
OPERATING LOSS | (1,979,276) | |
OTHER INCOME & (EXPENSES) | ||
Interest Income | 1,148 | |
Refunds of amounts previously paid | 0 | |
Interest Expense | (21,688) | |
Capital contribution to parent | ||
Loss on issuance of common shares for less than fair value | (207,425) | |
Preferred shares issued pursuant contractual obligations | (3,475) | |
TOTAL OTHER INCOME (EXPENSE) | (231,440) | |
NET INCOME (LOSS) | $ (2,210,716) | |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0251) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 88,185,098 |
Restatement of Statement of Com
Restatement of Statement of Comprehensive Income (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income (Loss) | $ (756,353) | |
Add: | ||
Unrealized Gains on Securities | 0 | |
Less: | ||
Unrealized Losses on Securities | 0 | |
Total Other Comprehensive Income (Loss) | 0 | |
Comprehensive Income | $ (756,353) | |
Original | ||
Net Income (Loss) | $ (11,195,147) | |
Add: | ||
Unrealized Gains on Securities | 0 | |
Less: | ||
Unrealized Losses on Securities | (33,600) | |
Total Other Comprehensive Income (Loss) | (33,600) | |
Comprehensive Income | (11,228,747) | |
Adjustments | ||
Net Income (Loss) | 8,984,432 | |
Restated | ||
Net Income (Loss) | (2,210,716) | |
Add: | ||
Unrealized Gains on Securities | 0 | |
Less: | ||
Unrealized Losses on Securities | (33,600) | |
Total Other Comprehensive Income (Loss) | (33,600) | |
Comprehensive Income | $ (2,244,316) |
Restatement of Cashflows (Detai
Restatement of Cashflows (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | $ (756,353) | |
Adjustments to reconcile net Income to net cash | ||
Securities Received as Payment for Services | 0 | |
Preferred Stock issued for Expenses | 0 | |
Preferred Stock issued for Interest | 0 | |
Common Stock issued for Expenses | ||
Preferred Stock issued pursuant to contractual obligations | 0 | |
Common Stock issued to Consultants | 0 | |
Preferred Stock issued to Consultants | 0 | |
Increase (Decrease) in Accounts Payable | 3,305 | |
(Increase) Decrease in Notes Receivable | (10,422) | |
(Increase) Decrease in Interest Receivable | (233) | |
Increase (Decrease) in Bank Overdraft | 6,137 | |
Increase (Decrease) in Accrued Expenses | 10,675 | |
(Increase) Decrease in Prepaid Expenses | 0 | |
Increase in issuance of stock below fair alue | ||
Increase in Additional Paid in Capital | ||
Net Cash Provided by (Used in) Operating Activities | (746,891) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 300,000 | |
Preferred Stock issued for Cash | 0 | |
Increase in Contributed Capital | 210,800 | |
Increase (Decrease) in Notes Payable | 120,169 | |
Increase in Convertible Notes Payable | 0 | |
Net Cash Provided by (Used in) Financing Activities | 630,969 | |
Net Increase (Decrease) in Cash | (115,922) | |
Cash at Beginning of Period | 115,992 | |
Supplemental Disclosure of Noncash investing and financing activities: | ||
Common Shares Issued for Debt | 0 | |
Preferred Shares Issued for Debt | 0 | |
Cash Paid for Interest | 0 | |
Cash Paid for Income Tax | 0 | |
Original | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | $ (11,195,147) | |
Adjustments to reconcile net Income to net cash | ||
Securities Received as Payment for Services | (192,000) | |
Preferred Stock issued for Expenses | 100 | |
Preferred Stock issued for Interest | 891 | |
Common Stock issued for Expenses | ||
Preferred Stock issued pursuant to contractual obligations | 3,475 | |
Common Stock issued to Consultants | 307,955 | |
Preferred Stock issued to Consultants | 450 | |
Increase (Decrease) in Accounts Payable | 22,549 | |
(Increase) Decrease in Notes Receivable | (1,629) | |
(Increase) Decrease in Interest Receivable | (1,148) | |
Increase (Decrease) in Bank Overdraft | (6,137) | |
Increase (Decrease) in Accrued Expenses | 58,359 | |
(Increase) Decrease in Prepaid Expenses | (10,000) | |
Increase in issuance of stock below fair alue | 9,191,857 | |
Increase in Additional Paid in Capital | 627,778 | |
Net Cash Provided by (Used in) Operating Activities | (1,192,648) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 33,333 | |
Preferred Stock issued for Cash | 16,667 | |
Increase in Contributed Capital | 70,000 | |
Increase (Decrease) in Notes Payable | 138,582 | |
Increase in Convertible Notes Payable | 972,686 | |
Net Cash Provided by (Used in) Financing Activities | 1,231,268 | |
Net Increase (Decrease) in Cash | 38,620 | |
Cash at Beginning of Period | 0 | |
Cash at End of Period | 38,620 | 0 |
Supplemental Disclosure of Noncash investing and financing activities: | ||
Common Shares Issued for Debt | 1,002,686 | |
Preferred Shares Issued for Debt | 6,000 | |
Cash Paid for Interest | 0 | |
Cash Paid for Income Tax | 0 | |
Adjustments | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | 8,984,432 | |
Adjustments to reconcile net Income to net cash | ||
Increase in issuance of stock below fair alue | (8,984,432) | |
Restated | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | (2,210,716) | |
Adjustments to reconcile net Income to net cash | ||
Securities Received as Payment for Services | (192,000) | |
Preferred Stock issued for Expenses | 100 | |
Preferred Stock issued for Interest | 891 | |
Common Stock issued for Expenses | ||
Preferred Stock issued pursuant to contractual obligations | 3,475 | |
Common Stock issued to Consultants | 307,955 | |
Preferred Stock issued to Consultants | 450 | |
Increase (Decrease) in Accounts Payable | 22,549 | |
(Increase) Decrease in Notes Receivable | (1,629) | |
(Increase) Decrease in Interest Receivable | (1,148) | |
Increase (Decrease) in Bank Overdraft | (6,137) | |
Increase (Decrease) in Accrued Expenses | 58,359 | |
(Increase) Decrease in Prepaid Expenses | (10,000) | |
Increase in issuance of stock below fair alue | 207,425 | |
Increase in Additional Paid in Capital | 627,778 | |
Net Cash Provided by (Used in) Operating Activities | (1,192,648) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 33,333 | |
Preferred Stock issued for Cash | 16,667 | |
Increase in Contributed Capital | 70,000 | |
Increase (Decrease) in Notes Payable | 138,582 | |
Increase in Convertible Notes Payable | 972,686 | |
Net Cash Provided by (Used in) Financing Activities | 1,231,268 | |
Net Increase (Decrease) in Cash | 38,620 | |
Cash at Beginning of Period | 0 | |
Cash at End of Period | 38,620 | $ 0 |
Supplemental Disclosure of Noncash investing and financing activities: | ||
Common Shares Issued for Debt | 1,002,686 | |
Preferred Shares Issued for Debt | 6,000 | |
Cash Paid for Interest | 0 | |
Cash Paid for Income Tax | $ 0 |
Restatement of Shareholder's Eq
Restatement of Shareholder's Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | |
Net Loss | $ (600,684) | $ (1,562,371) | $ (8,812,902) | $ (219,191) | $ (194,602) | $ (166,021) | $ (186,201) | $ (209,529) | |||
Original | |||||||||||
Loss on Issuance of Securities for Less than fair value recorgnized during quarter | $ 8,179,432 | $ 937,425 | $ 75,000 | ||||||||
Net Loss | (8,812,902) | (1,562,371) | (600,684) | ||||||||
Adjustments | |||||||||||
Loss on Issuance of Securities for Less than fair value recorgnized during quarter | (8,179,432) | (730,000) | (75,000) | ||||||||
Net Loss | 8,179,432 | 730,000 | 75,000 | ||||||||
Restated | |||||||||||
Loss on Issuance of Securities for Less than fair value recorgnized during quarter | 0 | 207,425 | 0 | ||||||||
Net Loss | $ (633,470) | $ (832,371) | $ (525,684) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 29, 2015 | Nov. 20, 2015 | Oct. 28, 2015 | Oct. 14, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Common stock, Par value | $ .0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Preferred stock, par value | $ .0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, authorized | 800,000,000 | 100,000,000 | 5,000,000 | |||
Series A | ||||||
Stock issued for cash, shares | 1,666,667 | |||||
Stock issued for cash, value | $ 83,333 | |||||
Stock issued per employment agreement, shares | 11,000,000 | |||||
Series A | ||||||
Preferred stock, par value | $ .0001 | $ 0.0001 | ||||
Preferred stock, authorized | 300,000,000 | 90,000,000 | 0 | |||
Preferred stock, issued and outstanding | 60,981,697 | 0 | ||||
Stock issued for cash, shares | 4,000,000 | 2,200,000 | ||||
Stock issued for cash, value | $ 100,000 | $ 55,000 | ||||
Stock issued during period for services, shares | 400,000 | |||||
Common Stock | ||||||
Stock issued for cash, shares | 4,000,000 | 2,200,000 | 3,333,334 | |||
Stock issued for cash, value | $ 100,000 | $ 55,000 | $ 166,666 |