Document and Entity Information
Document and Entity Information | 6 Months Ended |
Mar. 31, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | Regen BioPharma Inc |
Entity Central Index Key | 1,589,150 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --09-30 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 151,327,211 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,018 |
Balance Sheet (Unaudited)
Balance Sheet (Unaudited) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
CURRENT ASSETS | ||
Cash | $ 31,074 | $ 269,973 |
Accounts Receivable | 0 | 0 |
Note Receivable, Related Party | 4,551 | 4,551 |
Note Receivable | 193,250 | 165,000 |
Prepaid Expenses | 19,938 | 34,427 |
Accrued Interest Receivable | 11,596 | 4,436 |
Prepaid Rent | 10,000 | 0 |
Total Current Assets | 270,409 | 478,387 |
OTHER ASSETS | ||
Available for Sale Securities | 486,652 | 465,852 |
Total Other Assets | 486,652 | 465,852 |
TOTAL ASSETS | 757,061 | 944,239 |
Current Liabilities: | ||
Bank Overdraft | 109 | 0 |
Accounts payable | 363,710 | 495,749 |
Notes Payable | 3,227 | 111,355 |
Accrued payroll taxes | 4,241 | 857 |
Accrued Interest | 211,039 | 122,807 |
Accrued Rent | 0 | 5,000 |
Accrued Payroll | 751,996 | 590,996 |
Other Accrued Expenses | 41,243 | 33,034 |
Due to Investor | 20,000 | 20,000 |
Derivative Liability | 6,972,054 | 4,234,475 |
Convertible Notes Payable | 646,457 | 248,890 |
Unearned Income | 168,000 | 0 |
Total Current Liabilities | 9,182,075 | 5,863,164 |
Long Term Liabilities: | ||
Convertible Notes Payable | 412,446 | 332,409 |
Total Long Term Liabilities | 412,446 | 332,409 |
Total Liabilities | 9,594,521 | 6,195,573 |
STOCKHOLDERS EQUITY (DEFICIT) | ||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 139,704,157 issued and outstanding as of September 30, 2017 and 151,327,211 shares issued and outstanding March 31 2018 | 15,131 | 13,969 |
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of March 31, 2018 and September 30, 2017 respectively | ||
Series A Preferred 300,000,000 authorized, 139,466,697 and 136966697 outstanding as of March 31, 2018 and September 30, 2017 respectively | 13,947 | 13,697 |
Series AA Preferred 139,466,697 and 136,966,697 outstanding as of March 31, 2018 and September 30, 2017 | 5 | 5 |
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 38,000,000 outstanding as of September 30, 2017 and March 31, 2018 respectively | 3,800 | 3,200 |
Additional Paid in capital | 6,950,792 | 6,642,979 |
Contributed Capital | 728,658 | 728,658 |
Retained Earnings (Deficit) | (16,658,594) | (12,741,843) |
Accumulated other comprehensive income | 108,800 | 88,000 |
Total Stockholders' Equity (Deficit) | (8,837,461) | (5,251,335) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 757,061 | 944,239 |
Series A Preferred Stock | ||
STOCKHOLDERS EQUITY (DEFICIT) | ||
Series A Preferred 300,000,000 authorized, 139,466,697 and 136966697 outstanding as of March 31, 2018 and September 30, 2017 respectively | 13,697 | 13,527 |
Series AA Preferred Stock | ||
STOCKHOLDERS EQUITY (DEFICIT) | ||
Series AA Preferred 139,466,697 and 136,966,697 outstanding as of March 31, 2018 and September 30, 2017 | 5 | 5 |
Series M | ||
STOCKHOLDERS EQUITY (DEFICIT) | ||
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 38,000,000 outstanding as of September 30, 2017 and March 31, 2018 respectively | $ 3,800 | $ 3,200 |
Balance Sheet (Unaudited) (Pare
Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
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 | 151,327,211 | 139,704,157 |
Common stock, shares outstanding | 151,327,211 | 139,704,157 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 800,000,000 | 100,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred stock, shares issued | 139,466,697 | 136,966,697 |
Preferred stock, shares outstanding | 139,446,697 | 136,966,697 |
Series AA Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 600,000 | 600,000 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Series M | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred stock, shares issued | 38,000,000 | 32,000,000 |
Preferred stock, shares outstanding | 38,000,000 | 32,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
COST AND EXPENSES | ||||
Research and Development | 71,948 | 284,694 | 620,033 | 312,388 |
General and Administrative | 220,305 | 197,832 | 398,241 | 440,590 |
Consulting and Professional Fees | 141,169 | 161,631 | 279,733 | 394,759 |
Rent | 15,000 | 15,000 | 30,000 | 30,000 |
Total Costs and Expenses | 448,422 | 659,157 | 1,328,007 | 1,177,737 |
OPERATING LOSS | (448,422) | (659,157) | (1,328,007) | (1,177,737) |
OTHER INCOME & (EXPENSES) | ||||
Interest Income | 3,881 | 293 | 9,544 | 593 |
Other Income | 2,820 | 34,666 | ||
Interest Expense | (65,145) | (15,318) | (130,475) | (28,487) |
Interest Expense attributable to Amortization of Discount | (324,384) | (79,671) | (652,036) | (140,773) |
Derivative Expense | (255,968) | (560,561) | (1,774,213) | (560,561) |
Loss on Early Extinguishment of Convertible Debt | (41,566) | (41,566) | ||
TOTAL OTHER INCOME (EXPENSE) | (683,181) | (652,437) | (2,588,745) | (694,562) |
NET INCOME (LOSS) | $ (1,131,603) | $ (1,311,594) | $ (3,916,752) | $ (1,872,299) |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0078) | $ (0.0093) | $ (0.02686) | $ (0.0130) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 145,343,881 | 141,778,262 | 145,814,742 | 144,278,903 |
Statement of Comprehensive Inco
Statement of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Comprehensive Income | ||||
Net Income (Loss) | $ (1,131,603) | $ (1,311,594) | $ (3,916,752) | $ (1,872,299) |
Add: | ||||
Unrealized Gains on Securities | 8,000 | 40,000 | 20,800 | |
Less: | ||||
Unrealized Losses on Securities | (19,200) | (19,200) | ||
Total Other Comprehensive Income (Loss) | (19,200) | 8,000 | 20,800 | 208,000 |
Comprehensive Income | $ (1,150,803) | $ (1,303,594) | $ (3,895,952) | $ (1,664,299) |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ (3,916,752) | $ (1,872,299) |
Adjustments to reconcile net Income to net cash | ||
Preferred Stock issued to Consultants | 600 | |
Common Stock issued to Consultants | 132,164 | 13,400 |
Preferred Stock issued for Compensation | 3,150 | |
Preferred Stock issued for expenses | 5,000 | |
Common Stock issued for Interest | 5,888 | |
Increase (Decrease) in Interest expense attributable to amortization of Discount | 652,036 | 140,773 |
Increase in Additional Paid in Capital | 8,580 | |
Increase (Decrease) in Accounts Payable | (132,039) | 112,695 |
(Increase) Decrease in Interest Receivable | (9,544) | (593) |
Increase (Decrease) Unearned Income | 168,000 | |
Increase (Decrease) in Accrued Expenses | 262,989 | 156,751 |
(Increase) Decrease in Prepaid Expenses | (10,000) | 17,788 |
(Increase) Decrease in Due from Former Employee | ||
Increase in Derivative Expense | 1,774,213 | 560,561 |
(Increase) Decrease in Notes Receivable, Related Party | 0 | |
Increase in Stock Accepted as Consideration | ||
Net Cash Provided by (Used in) Operating Activities | (1,030,880) | (854,194) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 25,000 | 292,500 |
Preferred Stock issued for Cash | 25,000 | 317,500 |
Increase (Decrease) in Notes Payable | (108,128) | (57,469) |
Increase in Bank Overdraft | 109 | |
Increase in Convertible Notes Payable | 850,000 | 440,000 |
(Increase) Decrease in Original Issue Discount | ||
Increase (Decrease) in Due to Shareholder | (50,000) | |
Net Cash Provided by (Used in) Financing Activities | 791,981 | 942,531 |
Net Increase (Decrease) in Cash | (238,899) | 88,337 |
Cash at Beginning of Period | 269,973 | 24,822 |
Cash at End of Period | 31,074 | 113,159 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
Common Shares Issued for Debt | 131,000 | |
Preferred Shares Issued for Debt | ||
Cash Paid for Interest | 29,307 | 4,000 |
Common shares Issued for Interest | $ 4,662 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2018 | |
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 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. The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease. The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company. 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. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated C. 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. D. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. E. 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. F. 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. G. DERIVATIVE LIABILITIES. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations. The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s 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 The Black Scoles pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of March 31, 2018 utilized the following inputs: Risk Free Interest Rate 1.31-1.62% Expected Term 1-3 Years Expected Volatility 156-187% Expected Dividends 0 H. 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 Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2018 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. I. 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. J. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended March 31, 2018 . K. NOTES RECEIVABLE Notes receivable are stated at cost, less impairment, if any. L. REVENUE RECOGNITION Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products. The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company. M. INTEREST RECEIVABLE Interest receivable is stated at cost, less impairment, if any. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting 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 Statements—Liquidation 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 Company’s 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 Company’s operating results or financial position. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company anticipates adoption in the fiscal year ending September 30, 2019. 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 Company’s management has not determined whether implementation of such standards would be material to its financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2018 | |
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 $16,658,594 during the period from April 24, 2012 (inception) through March 31, 2018. 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 December 31, 2017 the Company raised $625,000 cash through the issuance of convertible debentures, exclusive of fees and/or discounts on notes. During the quarter ended March 31, 2018, the Company raised $50,000 cash through the sale of equity securities and $225,000 cash through the issuance of convertible debentures, exclusive of fees and/or discounts on notes. |
Notes Payable
Notes Payable | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE March 31, 2018 David Koos ( Note 8) 227 Bostonia Partners 3,000 Notes payable $ 3,227 $227 lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum. $3,000 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5. CONVERTIBLE NOTES PAYABLE On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions: (a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (d) “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 the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is 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 the Company relating to the Lender’s securities. The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event. “Transaction Event” shall mean either of: (a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 13,385. As of March 31, 2018 $100,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is $0. On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions: (a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (d) “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 the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is 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 the Company relating to the Lender’s securities. The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event. “Transaction Event” shall mean either of: (a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of March 31 2018 the unamortized discount on the convertible note outstanding is $ 3,380. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is $0. On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 154,000$89,200 if the entire principal amount is converted into common stock (b) 150,000 $50,800 if the entire principal amount is converted into Series A Preferred stock On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 154,000$89,200 if the entire principal amount is converted into common stock (b) 150,000$50,800 if the entire principal amount is converted into Series A Preferred stock On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 154,000$89,200 if the entire principal amount is converted into common stock (b) 150,000$50,800 if the entire principal amount is converted into Series A Preferred stock On October 7, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 13,556. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 154K$89,200 if the entire principal amount is converted into common stock (b) 150K$50,800 if the entire principal amount is converted into Series A Preferred stock On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 15,000. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 154K$89,200 if the entire principal amount is converted into common stock (b) 150K$50,800 if the entire principal amount is converted into Series A Preferred stock On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 15,000 As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 154$89,200 if the entire principal amount is converted into common stock (b) 150$50,800 if the entire principal amount is converted into Series A Preferred stock On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share. The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 15,000 As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) $89,200 if the entire principal amount is converted into common stock (b) $50,800 if the entire principal amount is converted into Series A Preferred stock On December 22, 2016 (“Issue date”) the Company issued a fifth Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.01 per share. The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. The issuance of the Note amounted in a beneficial conversion feature of $40,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2018 $40,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2018 is : (a) 164$89,200 if the entire principal amount is converted into common stock (b) 160$50,800 if the entire principal amount is converted into Series A Preferred stock On March 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $75,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 1, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share . The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share. The warrants shall be exercisable: In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”) In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of May 31, 2018 $75,000 of the principal amount of the Note remains outstanding. The Company analyzed the conversion feature of the Note 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 Company’s 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 a derivative liability of 270000$267,241 was recognized by the Company as of March 31, 2018. The issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is 54,470$48,312. On March 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 9, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share . The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share. The warrants shall be exercisable: In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”) In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of March 31, 2018 $25,000 of the principal amount of the Note remains outstanding. The Company analyzed the conversion feature of the Note 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 Company’s 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 a derivative liability of 88,235$89,090 was recognized by the Company as of March 31, 2018. The issuance of the Note amounted in a discount $25,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is 18,399$16,286. On March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is February 24, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share . The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share. The warrants shall be exercisable: In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”) In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of March 31, 2018 $50,000 of the principal amount of the Note remains outstanding. The Company analyzed the conversion feature of the Note 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 Company’s 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 a derivative liability of 180,000$178,161 was recognized by the Company as of March 31, 2018. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2018 the unamortized discount on the convertible note outstanding is 37,682$ 33,576. On March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 31, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share . The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share. The warrants shall be exercisable: In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”) In the event part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to t |
Notes Receivable
Notes Receivable | 6 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 6. NOTES RECEIVABLE March 31, 2018 Entest Biomedical, Inc. (Note 8) $ 4,551 LG Capital $ 40,000 LG Capital $ 40,000 GS Capital $ 113,250 Notes Receivable $ 197,801 $4,551 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. A Promissory Note in the face amount of $40,000 ( “LG Capital Note”) was issued to the Company on September 7, 2017 as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The LG Capital Note bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note is collateralized by a convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company. A Promissory Note in the face amount of $40,000 ( “LG Capital Note 2”) was issued to the Company on September 7, 2017 as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The LG Capital Note 2 bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note 2 is collateralized by a convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company. On December 20, 2017 the Company was issued a Promissory Note in the amount of $113,250. The Note constituted payment for the abovementioned Convertible Note (“Note”) in the face amount of $115,000 and is collateralized by said Note. The Note is due and payable of August 6, 2018 and carries simple interest at the rate of 8% |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7. INCOME TAXES As of March 31, 2018 Deferred tax assets: Net operating tax carry forwards $ 3,498,305 181Other -0- Gross deferred tax assets 3,498,305 Valuation allowance (3,498,305 ) Net deferred tax assets $ -0- As of March 31, 2018 the Company has a Deferred Tax Asset of $3,498,305 completely attributable to net operating loss carry forwards of approximately $16,658,594 (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 recorded a valuation allowance reducing all deferred tax assets to 0. Income tax is calculated at the 21% Federal Corporate Rate. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8. RELATED PARTY TRANSACTIONS As of March 31, 2018 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 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 Company’s 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 March 31, 2018 Entest Biomedical Inc. is indebted to the Company in the amount of $4,551. $4,551 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. On March 17, 2018 Harry Lander, the Company’s President, agreed to not elect to exchange any of Regen’s Series M Preferred Stock issued to Lander pursuant to the “AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN HARRY M. LANDER AND REGEN BIOPHARMA, INC. AND AGREEMENT TO RETURN SHARES OF STOCK DATED February 23, 2017” for any other class of Regen’s securities for a period of five years for consideration of $45,000. As of March 31, 2018 the Company is indebted to David R. Koos in the amount of $227. $227 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 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 July 15 th The abovementioned payments may be made, at Zander’s 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 Zander’s 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. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance. During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15 th, During the quarter ended June 30, 2017 Zander caused to be issued to the Company 83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of 83,000 owed to the Company by Zander.On June 23, 2017 $7,000 of principal indebtedness and $147 of Accrued Interest Payable by the Company to Zander was applied toward the satisfaction of a minimum royalty payment owed by Zander to the Company pursuant to the Agreement. During the quarter ended September 30, 2017 Zander caused to be issued to the Company 102,852 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of $102,852 owed to the Company by Zander. During the quarter ended December 31, 2017 Zander prepaid $58,000 of minimum royalties which will become due pursuant to the Agreement. During the quarter ended March 31, 2018 Zander prepaid $20,000 of minimum royalties which will become due pursuant to the Agreement. On February 7, 2018 the Company and Zande agreed to a 10% reduction of Zander’s June 2018 Annual Anniversary Fee obligation if Zander pays such fee on or before February 10, 2018. $90,000 was paid by Zander in satisfaction of the June 2018 Annual Anniversary Fee during the quarter ended March 31, 2018. 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 | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9. 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 Company’s 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. |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 10. STOCKHOLDERS’ EQUITY The stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 2018: Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 151,327,211 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, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares issued and outstanding as of March 31, 2018, 300,000,000 is designated Series A Preferred Stock of which 139,466,697 shares are outstanding as of March 31 2018 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are outstanding as of March 31, 2018. The abovementioned shares authorized pursuant to the Company’s 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 300,000,000 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. On January 10, 2017 Regen Biopharma, Inc. (“Regen”) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock"). The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore. On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen. |
Investment Securities
Investment Securities | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Investment Securities | 11. INVESTMENT SECURITIES On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 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 Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee. On May 30, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 83,000 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of eighty three thousand US dollars ($83,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license fee. On July 19, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 102852 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of $102,852 to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc . The abovementioned constitute the Company’s sole investment securities as of March 31, 2018. As of March 31, 2018: 8,000,000 Common Shares of Entest Biomedical, Inc. Basis Fair Value Total Unrealized Gains in Other Comprehensive Income Net Unrealized Gain or (Loss) realized during the Quarter ended March 31, 2018 $ 192,000 $ 300,800 108,800 $ (19,200 ) 185,852 Nonvoting Convertible Preferred Shares of Entest Biomedical, Inc. Basis Fair Value Total Unrealized Gains in Other Comprehensive Income Net Unrealized Gain or (Loss) realized during the quarter ended March 31, 2018 $ 185,852 $ 185,852 0 0 |
Stock Transactions
Stock Transactions | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Stock Transactions | NOTE 12. STOCK TRANSACTIONS Issuance of Common Shares On January 10, 2018 the Company issued 332955 Common Shares (“Shares”) in satisfaction of $10,000 of convertible indebtedness and $409 of accrued interest due on convertible indebtedness. On February 5, 2018 the Company issued 2,500,000 of its Common Shares (“Shares”) for cash consideration of $25,000. On February 6, 2018 the Company issued 522,255 Common Shares (“Shares”) in satisfaction of $13,000 of convertible indebtedness and $612 of accrued interest due on convertible indebtedness. On March 6, 2018 the Company issued 796,254 Common Shares (“Shares”) in satisfaction of $18,000 of convertible indebtedness and $942 of accrued interest due on convertible indebtedness. On March 15, 2015 the Company issued 250,000 Common Shares as consideration for non employee services rendered. On March 27, 2018 the Company issued 744,948 Common Shares (“Shares”) in satisfaction of $12,000 of convertible indebtedness and $687 of accrued interest due on convertible indebtedness. Issuance of Series A Preferred Shares On February 5, 2018 the Company issued 2,500,000 of its Series A Preferred Shares (“Shares”) for cash consideration of $25,000. |
Prior Period Adjustments
Prior Period Adjustments | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Prior Period Adjustments | NOTE 13. PRIOR PERIOD ADJUSTMENTS The Company has adjusted Research and Development Expenses and Interest Expense for the Period ended December 31, 2016 in the following manner: (1) Research and Development Expenses recognized for the period ended December 31, 2016 has been reduced by $15,000 (2) Interest Expense has been increased by $1,246 The aforementioned adjustments have resulted in a reduction in Net Loss for the period ended December 31, 2016 as originally reported of $13,754 The Company has adjusted Research and Development Expenses and Interest Expense for the Period ended March 31, 2017 in the following manner: (3) Research and Development Expenses recognized for the period ended March 31, 2017 has been reduced by $80,000 (4) Interest Expense has been increased by $1,219 The aforementioned adjustments have resulted in a reduction in Net Loss for the period ended March 31, 2017 as originally reported of $78,781. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14: SUBSEQUENT EVENTS On April 10, 2018 the Company issued 40,080 of its Series A Preferred Shares in satisfaction of $1,000 of principal convertible indebtedness and $42 of accrued interest on convertible debt. On April 30, 2018 the Company issued 363,597 of its Common Shares in satisfaction of $5,000 of principal convertible indebtedness and $199 of accrued interest on convertible debt. On March 2, 2017 the Company issued 785237 of its s Common Shares in satisfaction of $12,000 of principal convertible indebtedness and $760 of accrued interest on convertible debt. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
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. |
PRINCIPLES OF CONSOLIDATION | B. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated. |
USE OF ESTIMATES | C. 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 | D. 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 | E. 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 | F. 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. |
DERIVATIVE LIABILITIES | G. DERIVATIVE LIABILITIES. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations. The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s 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 The Black Scoles pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of March 31, 2018 utilized the following inputs: Risk Free Interest Rate 1.31-1.62% Expected Term 1-3 Years Expected Volatility 156-187% Expected Dividends 0 |
INCOME TAXES | H. 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 Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2018 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 | I. 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 | J. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended March 31, 2018. |
NOTES RECEIVABLE | K. NOTES RECEIVABLE Notes receivable are stated at cost, less impairment, if any. |
REVENUE RECOGNITION | L. REVENUE RECOGNITION Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products. The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company. |
INTEREST RECEIVABLE | M. INTEREST RECEIVABLE Interest receivable is stated at cost, less impairment, if any. |
Organization and Summary of S22
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Derivative Liability | Risk Free Interest Rate 1.31-1.62% Expected Term 1-3 Years Expected Volatility 156-187% Expected Dividends 0 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | March 31, 2018 David Koos ( Note 8) 227 Bostonia Partners 3,000 Notes payable $ 3,227 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Notes Receivable | March 31, 2018 Entest Biomedical, Inc. (Note 8) $ 4,551 LG Capital $ 40,000 LG Capital $ 40,000 GS Capital $ 113,250 Notes Receivable $ 197,801 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | Deferred tax assets: Net operating tax carry forwards $ 3,498,305 181Other -0- Gross deferred tax assets 3,498,305 Valuation allowance (3,498,305 ) Net deferred tax assets $ -0- |
Investment Securities (Tables)
Investment Securities (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Comprehensive Income | As of December 31, 2017: 8,000,000 Common Shares of Entest Biomedical, Inc. Basis Fair Value Total Unrealized Gains in Other Comprehensive Income Net Unrealized Gain or (Loss) realized during the Quarter ended December 31, 2017 $ 192,000 $ 320,000 128,000 $40,000 185,852 Nonvoting Convertible Preferred Shares of Entest Biomedical, Inc. Basis Fair Value Total Unrealized Gains in Other Comprehensive Income Net Unrealized Gain or (Loss) realized during the quarter ended DECEMBER 31, 2017 $ 185,852 $ 185,852 0 0 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability (Details) | 6 Months Ended |
Mar. 31, 2018 | |
Expected Dividends | 0.00% |
Minimum | |
Risk Free Interest Rate | 1.31% |
Expected Term | 1 year |
Expected Volatility | 156.00% |
Maximum | |
Risk Free Interest Rate | 1.62% |
Expected Term | 3 years |
Expected Volatility | 187.00% |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Advertising expenses | $ 0 |
Valuation allowance | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 71 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss since inception | $ (16,658,594) | ||
Sale of equity securities | $ 50,000 | ||
Issuance of convertible debt | $ 225,000 | $ 625,000 |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable - Notes Payable (Details) | Mar. 31, 2018USD ($) |
Notes Payable | $ 3,227 |
David Koos | |
Notes Payable | 227 |
Bostonia Partners | |
Notes Payable | $ 3,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
David Koos | |
Note payable | $ 227 |
Interest rate per annum | 15.00% |
Bostonia Partners | |
Note payable | $ 3,000 |
Interest rate per annum | 10.00% |
Maturity Date | May 10, 2017 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($)shares | |
Convertible Note; December 22, 2016 | |
Convertible note issued and outstanding | $ 40,000 |
Convertible note, interest rate | 10.00% |
Unamortized discount | $ 0 |
Outstanding balance | 40,000 |
Convertible Note; March 8, 2016 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 8.00% |
Beneficial conversion feature | $ 42,600 |
Unamortized discount | 13,385 |
Converted value that exceeds the principal amount | 0 |
Outstanding balance | 100,000 |
Convertible Note; April 6, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 8.00% |
Beneficial conversion feature | $ 9,900 |
Unamortized discount | 3,380 |
Converted value that exceeds the principal amount | 0 |
Outstanding balance | 50,000 |
Convertible Note; August 26, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 0 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note; September 8, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 0 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note; September 20, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 0 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note; October 7, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 19,520 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note; October 31, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 21,164 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note #2; October 31, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 21,164 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note #3; October 31, 2016 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Beneficial conversion feature | $ 50,000 |
Unamortized discount | 21,164 |
Outstanding balance | 50,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note; December 22, 2016 | |
Beneficial conversion feature | 40,000 |
Converted value that exceeds the principal if converted into common stock | 89,200 |
Converted value that exceeds the principal if converted into Series A Preferred Stock | 50,800 |
Convertible Note; March 1, 2017 | |
Convertible note issued and outstanding | $ 75,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Mar. 1, 2020 |
Unamortized discount | $ 48,312 |
Outstanding balance | 75,000 |
Derivative Liability | 267,241 |
Convertible Note; March 9, 2017 | |
Convertible note issued and outstanding | $ 25,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Mar. 9, 2020 |
Unamortized discount | $ 16,286 |
Outstanding balance | 25,000 |
Derivative Liability | 89,090 |
Convertible Note; March 13, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Feb. 24, 2020 |
Unamortized discount | $ 33,576 |
Outstanding balance | 50,000 |
Derivative Liability | 178,161 |
Convertible Note: March 31, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Mar. 31, 2020 |
Unamortized discount | $ 33,576 |
Outstanding balance | 50,000 |
Derivative Liability | 178,161 |
Convertible Note; April 19, 2017 | |
Convertible note issued and outstanding | $ 25,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Apr. 19, 2020 |
Unamortized discount | $ 17,130 |
Outstanding balance | 25,000 |
Derivative Liability | 89,080 |
Convertible Note #2; April 19, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Apr. 19, 2020 |
Unamortized discount | $ 34,260 |
Outstanding balance | 50,000 |
Derivative Liability | 178,161 |
Convertible Note; May 5, 2017 | |
Convertible note issued and outstanding | $ 200,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | May 5, 2020 |
Unamortized discount | $ 139,963 |
Outstanding balance | 200,000 |
Derivative Liability | 712,644 |
Convertible Note; May 10, 2017 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | May 9, 2020 |
Unamortized discount | $ 68,493 |
Outstanding balance | 100,000 |
Derivative Liability | 356,322 |
Convertible Note; May 19, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | May 19, 2020 |
Unamortized discount | $ 34,260 |
Outstanding balance | 50,000 |
Derivative Liability | 178,161 |
Convertible Note; June 26, 2017 | |
Convertible note issued and outstanding | $ 150,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Jun. 16, 2020 |
Unamortized discount | $ 111,740 |
Outstanding balance | 150,000 |
Derivative Liability | 534,483 |
Convertible Note; June 28, 2016 | |
Convertible note issued and outstanding | $ 79,000 |
Convertible note, interest rate | 10.00% |
Unamortized discount | $ 0 |
Outstanding balance | 1,000 |
Original Issue Discount | 4,000 |
Convertible Note; June 6, 2017 | |
Convertible note issued and outstanding | $ 75,000 |
Convertible note, interest rate | 8.00% |
Unamortized discount | $ 35,958 |
Outstanding balance | 22,000 |
Expenses incurred with issuance of Note | $ 9,094 |
Shares issued in satisfaction of convertible identedness | shares | 2,396,412 |
Value of shares issued in satisdaction of convertible debt | $ 53,000 |
Accrued Interest | 2,650 |
Convertible Note; July 24, 2017 | |
Convertible note issued and outstanding | $ 60,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Jul. 24, 2020 |
Unamortized discount | $ 46,313 |
Outstanding balance | 60,000 |
Derivative Liability | 213,793 |
Convertible Note; August 23, 2017 | |
Convertible note issued and outstanding | $ 85,000 |
Convertible note, interest rate | 8.00% |
Maturity Date | Aug. 23, 2018 |
Unamortized discount | $ 33,859 |
Outstanding balance | 85,000 |
Derivative Liability | 80,750 |
Cash issued for convertible note | 74,750 |
Convertible Note; September 7, 2017 | |
Convertible note issued and outstanding | $ 40,000 |
Convertible note, interest rate | 8.00% |
Maturity Date | Sep. 7, 2018 |
Unamortized discount | $ 17,728 |
Outstanding balance | 40,000 |
Derivative Liability | 58,475 |
Cash issued for convertible note | 38,000 |
Expenses incurred with issuance of Note | 2,000 |
Convertible Note; August 29, 2017 | |
Convertible note issued and outstanding | $ 25,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Aug. 29, 2020 |
Unamortized discount | $ 20,118 |
Outstanding balance | 25,000 |
Derivative Liability | 89,080 |
Convertible Note; September 22, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Sep. 21, 2020 |
Unamortized discount | $ 41,324 |
Outstanding balance | 50,000 |
Derivative Liability | 172,414 |
Convertible Note; #2 September 22, 2017 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Sep. 22, 2020 |
Unamortized discount | $ 82,664 |
Outstanding balance | 100,000 |
Derivative Liability | 344,828 |
Cash issued for convertible note | 100,000 |
Convertible Note; September 25, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Sep. 25, 2020 |
Unamortized discount | $ 41,468 |
Outstanding balance | 50,000 |
Derivative Liability | 172,414 |
Cash issued for convertible note | 50,000 |
Convertible Note; October 3, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Oct. 3, 2020 |
Unamortized discount | $ 41,879 |
Outstanding balance | 50,000 |
Derivative Liability | 177,143 |
Convertible Note; October 4, 2017 | |
Convertible note issued and outstanding | $ 40,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Oct. 4, 2020 |
Unamortized discount | $ 33,540 |
Outstanding balance | 40,000 |
Derivative Liability | 137,143 |
Convertible Note; October 16, 2017 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Oct. 9, 2020 |
Unamortized discount | $ 84,945 |
Outstanding balance | 100,000 |
Derivative Liability | 354,286 |
Convertible Note; November 01, 2017 | |
Convertible note issued and outstanding | $ 25,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Nov. 1, 2020 |
Unamortized discount | $ 21,601 |
Outstanding balance | 25,000 |
Derivative Liability | 88,571 |
Convertible Note; October 9, 2017 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Oct. 9, 2020 |
Unamortized discount | $ 84,306 |
Outstanding balance | 100,000 |
Derivative Liability | 354,286 |
Convertible Note; December 15, 2017 | |
Convertible note issued and outstanding | $ 35,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Dec. 15, 2020 |
Unamortized discount | $ 124,000 |
Outstanding balance | 35,000 |
Derivative Liability | 31,646 |
Convertible Note; December 20, 2017 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Dec. 20, 2020 |
Unamortized discount | $ 365,714 |
Outstanding balance | 100,000 |
Derivative Liability | 90,875 |
Convertible Note #2; December 20, 2017 | |
Convertible note issued and outstanding | $ 115,000 |
Convertible note, interest rate | 8.00% |
Maturity Date | Dec. 6, 2018 |
Unamortized discount | $ 79,082 |
Outstanding balance | 115,000 |
Derivative Liability | 200,139 |
Cash issued for convertible note | 100,000 |
Original Issue Discount | 1,750 |
Convertible Note #3; December 20, 2017 | |
Convertible note issued and outstanding | $ 115,000 |
Convertible note, interest rate | 8.00% |
Maturity Date | Dec. 6, 2018 |
Unamortized discount | $ 79,082 |
Outstanding balance | 115,000 |
Derivative Liability | 200,139 |
Cash issued for convertible note | 113,250 |
Original Issue Discount | 1,750 |
Convertible Note; December 06, 2017 | |
Convertible note issued and outstanding | $ 50,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Nov. 6, 2020 |
Unamortized discount | $ 44,799 |
Outstanding balance | 50,000 |
Derivative Liability | 182,857 |
Cash issued for convertible note | 50,000 |
Convertible Note; January 24, 2018 | |
Convertible note issued and outstanding | $ 25,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Dec. 6, 2020 |
Unamortized discount | $ 23,424 |
Outstanding balance | 25,000 |
Derivative Liability | 91,428 |
Cash issued for convertible note | 25,000 |
Convertible Note; February 28, 2018 | |
Convertible note issued and outstanding | $ 100,000 |
Convertible note, interest rate | 10.00% |
Maturity Date | Feb. 28, 2021 |
Unamortized discount | $ 97,171 |
Outstanding balance | 100,000 |
Derivative Liability | 365,714 |
Cash issued for convertible note | 100,000 |
Convertible Note; February 26, 2018 | |
Convertible note issued and outstanding | $ 115,000 |
Convertible note, interest rate | 12.00% |
Maturity Date | Feb. 26, 2019 |
Unamortized discount | $ 104,602 |
Outstanding balance | 115,000 |
Derivative Liability | 208,144 |
Cash issued for convertible note | 100,000 |
Original Issue Discount | $ 15,000 |
Notes Receivable - Notes Receiv
Notes Receivable - Notes Receivable (Details) | Mar. 31, 2018USD ($) |
Notes Receivable | $ 197,801 |
Entest Biomedical, Inc | |
Notes Receivable | 4,551 |
LG Capital | |
Notes Receivable | 40,000 |
LG #2 Capital | |
Notes Receivable | 40,000 |
GS Capital | |
Notes Receivable | $ 113,250 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Promissory Note | $ 197,801 |
Entest Biomedical, Inc | |
Promissory Note | $ 4,551 |
Interest rate per annum | 10.00% |
LG Capital | |
Promissory Note | $ 40,000 |
Interest rate per annum | 8.00% |
Promissory Note, Due Date | May 7, 2018 |
LG #2 Capital | |
Promissory Note | $ 40,000 |
Interest rate per annum | 8.00% |
Promissory Note, Due Date | May 7, 2018 |
GS Capital | |
Promissory Note | $ 113,250 |
Interest rate per annum | 8.00% |
Promissory Note, Due Date | Aug. 6, 2018 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) | Mar. 31, 2018USD ($) |
Deferred tax assets: | |
Net operating tax carry forwards | $ 3,498,305 |
Other | 0 |
Gross deferred tax assets | 3,498,305 |
Valuation allowance | (3,498,305) |
Net deferred tax assets | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Asset | $ 3,498,305 |
Net operating loss carry forwards | $ 16,658,594 |
Federal corporate rate | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 28, 2015 | Mar. 31, 2018 | Mar. 17, 2018 | Dec. 31, 2017 | Jun. 23, 2017 | |
Capital contributions from related party | $ 728,658 | |||||||
Common shares issued to BMSN | 50,010,000 | |||||||
Value of shares issued to BMSN | $ 20,090 | |||||||
Monthly rent payable to Entest | 5,000 | |||||||
Notes Receivable | 4,551 | |||||||
Notes Payable, Total amount | 3,227 | |||||||
License fee | $ 100,000 | |||||||
Royalties receivable, percentage | 4.00% | |||||||
Royalties, receivable | $ 10,000 | |||||||
Common shares issued in satisfaction of license fee | 8,000,000 | |||||||
Common shares value in issuance of license initiaion fee | $ 100,000 | |||||||
Revenue recognized equivalent to fair value of common shares | 192,000 | |||||||
Partial payment | $ 17,000 | |||||||
Nonvoting convertible preferred stock of Entest Biomedical, Inc issued | 102,852 | 83,000 | ||||||
Debt applied to royalty payment | $ 7,147 | |||||||
Receivable from Zander | $ 17,000 | 20,000 | $ 58,000 | |||||
Anniversery Fee | $ 100,000 | $ 90,000 | ||||||
Harry M. Lander | ||||||||
Consideration | $ 45,000 | |||||||
David Koos | ||||||||
Interest rate per annum | 15.00% | |||||||
Notes Payable, Total amount | $ 227 | |||||||
Note payable | $ 227 | |||||||
Blackbriar Partners | ||||||||
Interest rate per annum | 10.00% | |||||||
Notes Payable, Total amount | $ 46,840 | |||||||
Note payable | $ 274 | |||||||
Maturity Date | Feb. 21, 2018 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly rent payable to Entest | $ 5,000 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - $ / shares | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 15, 2018 | Feb. 05, 2018 | Sep. 30, 2017 | |
Common stock, Par value | $ 0.0001 | $ 0.0001 | ||
Common stock, authorized | 500,000,000 | 500,000,000 | ||
Common stock issued and outstanding | 151,327,211 | 250,000 | 2,500,000 | 139,704,157 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized | 800,000,000 | 100,000,000 | ||
Series AA Preferred Stock | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized | 600,000 | 600,000 | ||
Preferred stock, shares issued and outstanding | 50,000 | 50,000 | ||
Preferred stock, shares outstanding | 50,000 | 50,000 | ||
Preferred shares voting | 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 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized | 300,000,000 | 300,000,000 | ||
Preferred stock, shares issued and outstanding | 139,466,697 | 136,966,697 | ||
Preferred stock, shares outstanding | 139,446,697 | 136,966,697 | ||
Series M | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized | 300,000,000 | 300,000,000 | ||
Preferred stock, shares issued and outstanding | 38,000,000 | 32,000,000 | ||
Preferred stock, shares outstanding | 38,000,000 | 32,000,000 | ||
Preferred shares voting | On January 10, 2017 Regen Biopharma, Inc. (“Regen”) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock"). The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen. | |||
Series A | ||||
Preferred stock, shares issued and outstanding | 2,500,000 | |||
Preferred stock, non-cumulative cash dividends | $ .01 | |||
Preferred shares voting | 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 300,000,000 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 $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board. |
Investment Securities (Details)
Investment Securities (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Investment Securities, Fair Value | $ 486,652 | $ 465,852 |
Common Stock | ||
Investment Securities, Basis | 192,000 | |
Investment Securities, Fair Value | 300,800 | |
Investment Securities, Total Unrealized Losses | 108,800 | |
Investment Securities, Net Unrealized Loss during the quarter | (19,200) | |
Nonvoting Convertible Preferred Stock | ||
Investment Securities, Basis | 185,852 | |
Investment Securities, Fair Value | 185,852 | |
Investment Securities, Total Unrealized Losses | 0 | |
Investment Securities, Net Unrealized Loss during the quarter | $ 0 |
Investment Securities (Details
Investment Securities (Details Narrative) - USD ($) | 6 Months Ended | |||
Mar. 31, 2018 | Jul. 19, 2017 | May 30, 2017 | Sep. 28, 2015 | |
Common shares of Entest Biomedical, Inc | 8,000,000 | |||
Common Stock | ||||
Stock issued as license fee, shares | 8,000,000 | |||
Stock issued as license fee, value | $ 100,000 | |||
Nonvoting Convertible Preferred Stock | ||||
Stock issued in satisfaction of debt, shares | 102,852 | 83,000 | ||
Stock issued in satisfaction of debt, value | $ 102,852 | $ 83,000 |
Stock Transactions (Details Nar
Stock Transactions (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | |||||
Jan. 10, 2018 | Feb. 06, 2018 | Mar. 06, 2018 | Mar. 02, 2018 | Mar. 27, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 15, 2018 | Feb. 05, 2018 | Sep. 30, 2017 | |
Common Shares issued | 151,327,211 | 250,000 | 2,500,000 | 139,704,157 | ||||||
Common shares, value | $ 15,131 | $ 25,000 | $ 13,969 | |||||||
Preferred stock value | ||||||||||
Series A | ||||||||||
Preferred shares issued | 2,500,000 | |||||||||
Preferred stock value | $ 25,000 | |||||||||
Convertible Debt | Common Stock | ||||||||||
Shares issued in satisfaction of convertible identedness | 522,255 | |||||||||
Value of shares issued in satisdaction of convertible debt | $ 13,000 | |||||||||
Accrued Interest | $ 612 | |||||||||
Convertible Debt | Common Stock | ||||||||||
Shares issued in satisfaction of convertible identedness | 332,955 | 796,254 | 785,237 | 744,948 | 363,597 | |||||
Value of shares issued in satisdaction of convertible debt | $ 10,000 | $ 18,000 | $ 12,000 | $ 12,000 | $ 5,000 | |||||
Accrued Interest | $ 409 | $ 942 | $ 760 | $ 687 | $ 199 |
Prior Period Adjustments (Detai
Prior Period Adjustments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Reduction in Research and Development Expenses | $ 15,000 | $ 80,000 |
Increase in interest expense | 1,246 | 1,219 |
Reduction in Net Loss | $ 13,754 | $ 78,781 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Convertible Debt - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | ||
Jan. 10, 2018 | Mar. 06, 2018 | Mar. 02, 2018 | Apr. 10, 2018 | Mar. 27, 2018 | Apr. 30, 2018 | |
Series A Preferred Stock | ||||||
Shares issued in satisfaction of convertible identedness | 40,080 | |||||
Value of shares issued in satisdaction of convertible debt | $ 1,000 | |||||
Accrued Interest | $ 42 | |||||
Common Stock | ||||||
Shares issued in satisfaction of convertible identedness | 332,955 | 796,254 | 785,237 | 744,948 | 363,597 | |
Value of shares issued in satisdaction of convertible debt | $ 10,000 | $ 18,000 | $ 12,000 | $ 12,000 | $ 5,000 | |
Accrued Interest | $ 409 | $ 942 | $ 760 | $ 687 | $ 199 |