Cover
Cover | 3 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | REGEN BIOPHARMA, INC. |
Entity Central Index Key | 0001589150 |
Entity Tax Identification Number | 45-5192997 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 4700 Spring Street |
Entity Address, Address Line Two | Suite 304 |
Entity Address, Address Line Three | La Mesa |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 91942 |
City Area Code | 619 |
Local Phone Number | 722-5505 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
CURRENT ASSETS | |||
Cash | $ 40,741 | $ 51,204 | $ 727,162 |
Accounts Receivable, Related Party | 131,698 | 254,273 | 213,192 |
Note Receivable, Related Party | 0 | 0 | 5,396 |
Accrued Interest Receivable | 0 | 0 | 230 |
Prepaid Expenses | 14,089 | 20,945 | 48,144 |
Prepaid Rent | 5,000 | 10,000 | |
Total Current Assets | 191,528 | 336,422 | 994,124 |
OTHER ASSETS | |||
Investment Securities | 0 | 198,006 | |
Investment Securities, Related Party | 222,580 | 222,580 | 19,969 |
Total Other Assets | 222,580 | 222,580 | 217,975 |
TOTAL ASSETS | 414,108 | 559,002 | 1,212,099 |
Current Liabilities: | |||
Accounts payable | 31,039 | 28,799 | 91,498 |
Notes Payable | 710 | 710 | 1,429,179 |
Accrued payroll taxes | 4,241 | 4,241 | 4,241 |
Accrued Interest | 301,363 | 689,785 | 954,861 |
Accrued Rent | 0 | 0 | 0 |
Accrued Payroll | 1,266,679 | 1,266,679 | 1,266,679 |
Other Accrued Expenses | 41,423 | 41,423 | 41,423 |
Bank Overdraft | 1,000 | 1,000 | 1,000 |
Due to Investor | 20,000 | 20,000 | 20,000 |
Unearned Income | 1,686,650 | 1,718,290 | 1,843,806 |
Derivative Liability | 1,435,949 | 3,551,793 | 6,892,477 |
Convertible Notes Payable Less unamortized discount | 499,880 | 1,262,340 | 2,131,311 |
Convertible Notes Payable, Related Parties Less unamortized discount | 10,000 | 10,000 | 21,500 |
Total Current Liabilities | 5,298,935 | 8,595,061 | 14,697,976 |
Long Term Liabilities: | |||
Convertible Notes Payable, Related Parties Less unamortized discount | 0 | ||
Total Liabilities | 5,298,935 | 8,595,061 | 14,697,976 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued and outstanding as of September 30,2022 and 4,800,000,000 authorized and 2,900,914 shares issued and outstanding as of September 30 ,2021. | 337 | 335 | 290 |
Additional Paid in capital | 13,648,107 | 12,132,620 | 9,126,378 |
Contributed Capital | 736,326 | 736,326 | 736,326 |
Retained Earnings (Deficit) | (19,269,640) | (20,905,369) | (23,348,900) |
Total Stockholders' Equity (Deficit) | (4,884,827) | (8,036,059) | (13,485,877) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 414,108 | 559,002 | 1,212,099 |
Series A Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock, Value, Issued | 40 | 28 | 28 |
Series AA Preferred Stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock, Value, Issued | 0 | 0 | 0 |
Series M Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock, Value, Issued | 3 | 3 | 3 |
Series N C [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,800,000,000 | 5,800,000,000 | 4,800,000,000 |
Common stock, shares issued | 3,366,165 | 3,354,866 | 2,900,914 |
Common stock, shares outstanding | 3,366,165 | 3,354,866 | 2,900,914 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 739,000,000 | 540,000,000 | 300,000,000 |
Preferred stock, shares outstanding | 405,958 | 293,033 | 288,190 |
Series AA Preferred Stock | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 600,000 | 600,000 | 600,000 |
Preferred stock, shares outstanding | 34 | 34 | 34 |
Series M Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 60,000,000 | 60,000,000 | 300,000,000 |
Preferred stock, shares outstanding | 29,338 | 29,338 | 29,338 |
Series N C [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 |
Preferred stock, shares outstanding | 7 | 7 | 7 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES | ||||
Revenues | $ 31,640 | $ 31,640 | $ 125,517 | $ 61,194 |
Revenues, Related Party | 27,425 | 27,425 | 110,000 | 110,000 |
TOTAL REVENUES | 59,065 | 59,065 | 235,517 | 171,194 |
COST AND EXPENSES | ||||
Research and Development | 95,513 | 35,418 | 158,138 | 36,704 |
Research and Development, Related Party | 0 | 80,275 | 117,250 | 0 |
General and Administrative | 8,738 | 6,658 | 28,055 | 119,495 |
Consulting and Professional Fees | 403,680 | 38,136 | 221,679 | 190,765 |
Rent | 15,000 | 5,000 | 50,000 | 25,000 |
Total Costs and Expenses | 522,931 | 165,487 | 575,122 | 371,964 |
OPERATING INCOME (LOSS) | (463,867) | (106,422) | (339,605) | (200,771) |
OTHER INCOME & (EXPENSES) | ||||
Interest Income | 0 | 135 | 455 | 230 |
Interest Expense | (17,359) | (35,010) | (138,720) | (316,013) |
Interest Expense attributable to Amortization of Discount | 0 | (22,451) | (71,067) | (51,015) |
Penalties | 0 | 0 | (300,000) | 0 |
Unrealized Gain ( Loss) on sale of Investment Securities | 0 | (123,891) | 31,433 | (632,094) |
Gain(Loss) on sale of Investment Securities | 0 | 0 | (1,828) | (524,960) |
Gain (Loss) on derecognition of Accounts Payable | 0 | 62,700 | 62,700 | 0 |
Derivative Income (Expense) | 2,115,806 | 2,964,939 | 3,340,683 | (4,264,975) |
Financing Fees | 0 | 0 | (45,500) | 0 |
Legal Settlement | 0 | 0 | 0 | (800,000) |
Gain (Loss) on Extinguishment Convertible Debt | 1,150 | (95,019) | (95,019) | 24,365 |
TOTAL OTHER INCOME (EXPENSE) | 2,099,596 | 2,751,403 | 2,783,136 | (6,564,462) |
NET INCOME (LOSS) | 1,635,730 | 2,644,980 | 2,443,531 | (6,765,233) |
NET INCOME (LOSS) attributable to common shareholders | $ 1,448,439 | $ 2,391,062 | $ 2,227,034 | $ (6,765,233) |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ 0.4310 | $ 0.001 | $ 0.7102 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 3,360,540 | 3,004,636 | 3,135,846 | 2,007,696 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY ( DEFICIT) (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Series AA Preferred Stock | Series N C Preferred Stock [Member] | Common Stock [Member] | Series M Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Contributed Capital [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 25 | $ 0 | $ 107 | $ 3 | $ 8,516,821 | $ (16,583,666) | $ 731,711 | $ (7,334,998) | |
Ending balance, Shares at Sep. 30, 2020 | 254,703 | 34 | 1,070,544 | 29,338 | |||||
Shares issued for Debt | $ 4 | 3,748 | 3,752 | ||||||
Shares issued for Debt, Shares | 38,484 | ||||||||
Shares issued for Interest | $ 1 | 1,451 | 0 | 1,452 | |||||
Shares Issued For Interest, Shares | 14,893 | ||||||||
Shares issued for Debt | $ 4 | 3,896 | 3,900 | ||||||
Shares issued for Debt, Shares | 40,005 | ||||||||
Shares issued for Interest | $ 2 | 1,553 | 1,555 | ||||||
Shares Issued For Interest, Shares | 15,951 | ||||||||
Shares issued for Debt | $ 4 | 7,296 | 7,300 | ||||||
Shares issued for Debt, Shares | 40,556 | ||||||||
Shares issued for Interest | $ 2 | 3,140 | 3,142 | ||||||
Shares Issued For Interest, Shares | 17,457 | ||||||||
Shares issued for Debt | $ 0 | 429 | 429 | ||||||
Shares issued for Debt, Shares | 2,200 | ||||||||
Shares issued for Interest | $ 0 | 236 | 236 | ||||||
Shares issued for Interest, Shares | 1,213 | ||||||||
Shares issued for Interest | $ 2 | 1,698 | 1,700 | ||||||
Shares issued for Interest, Shares | 17,437 | ||||||||
Shares issued for Debt | $ 4 | 4,026 | 4,030 | ||||||
Shares issued for Debt, Shares | 41,336 | ||||||||
Shares issued for Interest | $ 1 | 1,699 | 1,700 | ||||||
Shares issued for Interest, Shares | 9,922 | ||||||||
Shares issued for Interest | $ 1 | 8,045 | 8,046 | ||||||
Shares issued for Interest, Shares | 8,252 | ||||||||
Shares issued for Debt | $ 5 | 8,195 | 8,200 | ||||||
Shares Issued for Debt, Shares | 45,556 | ||||||||
Shares issued for Interest | $ 1 | 3,249 | 3,250 | ||||||
Shares issued for Interest, Shares | 13,037 | ||||||||
Shares issued for Debt | $ 1 | 12,999 | 13,000 | ||||||
Shares Issued for Debt, Shares | 13,334 | ||||||||
Shares issued for Interest | $ 2 | 2,327 | 2,329 | ||||||
Shares issued for Interest, Shares | 23,889 | ||||||||
Shares issued for Debt | $ 6 | 15,994 | 16,000 | ||||||
Shares Issued for Debt, Shares | 59,259 | ||||||||
Ending balance, value at Dec. 31, 2020 | $ 28 | $ 0 | $ 151 | $ 3 | 8,602,285 | (14,917,299) | 733,576 | (5,581,256) | |
Ending balance, Shares at Dec. 31, 2020 | 276,290 | 34 | 1,507,227 | 29,338 | |||||
Shares issued for Debt | $ 5 | 5,325 | 5,330 | ||||||
Shares Issued for Debt, Shares | 54,670 | ||||||||
Net Loss | 1,666,367 | 1,666,367 | |||||||
Shares issued for Fees | $ 0 | 159 | 159 | ||||||
Shares issued for Fees, shares | 819 | ||||||||
Additions to Contributed Capital Quarter ended 3/31/2021 | 1,865 | 1,865 | |||||||
Shares issued for Debt | $ 6 | 5,148 | 5,154 | ||||||
Shares issued for Debt, Shares | 57,267 | ||||||||
Shares issued for Interest | $ 6 | 4,394 | 0 | 4,400 | |||||
Shares Issued For Interest, Shares | 58,667 | ||||||||
Shares issued for Debt | $ 5 | 29,995 | 30,000 | ||||||
Shares issued for Debt, Shares | 47,620 | ||||||||
Shares issued for Interest | $ 1 | 4,757 | 4,758 | ||||||
Shares Issued For Interest, Shares | 7,553 | ||||||||
Shares issued for Debt | $ 5 | 5,255 | 5,260 | ||||||
Shares issued for Debt, Shares | 53,952 | ||||||||
Shares issued for Interest | $ 3 | 2,489 | 2,492 | ||||||
Shares Issued For Interest, Shares | 25,561 | ||||||||
Shares issued for Debt | $ 4 | 3,353 | 3,357 | ||||||
Shares issued for Debt, Shares | 44,784 | ||||||||
Shares issued for Interest | $ 1 | 440 | 441 | ||||||
Shares issued for Interest, Shares | 5,883 | ||||||||
Shares issued for Interest | $ 6 | 5,744 | 5,750 | ||||||
Shares issued for Interest, Shares | 63,889 | ||||||||
Shares issued for Debt | $ 1 | 999 | 1,000 | ||||||
Shares issued for Debt, Shares | 11,111 | ||||||||
Shares issued for Interest | $ 0 | 84 | 84 | ||||||
Shares issued for Interest, Shares | 1,120 | ||||||||
Shares issued for Interest | $ 0 | 74 | 74 | ||||||
Shares issued for Interest, Shares | 987 | ||||||||
Shares issued for Debt | $ 5 | 3,410 | 3,415 | ||||||
Shares Issued for Debt, Shares | 45,546 | ||||||||
Shares issued for Debt | $ 3 | 1,922 | 1,925 | ||||||
Shares Issued for Debt, Shares | 25,680 | ||||||||
Ending balance, value at Mar. 31, 2021 | $ 28 | $ 0 | $ 0 | $ 196 | $ 3 | 8,670,350 | (14,475,117) | 733,826 | (5,070,713) |
Ending balance, Shares at Mar. 31, 2021 | 276,290 | 34 | 0 | 1,956,847 | 29,338 | ||||
Net Loss | 442,183 | 442,183 | |||||||
Additions to Contributed Capital Quarter ended 3/31/2021 | 250 | 250 | |||||||
Shares issued for Debt | $ 6 | 3,105 | 3,111 | ||||||
Shares issued for Debt, Shares | 56,143 | ||||||||
Shares issued for Interest | $ 0 | 49 | 0 | 49 | |||||
Shares Issued For Interest, Shares | 523 | ||||||||
Preferred Shares issued for Services | $ 0 | 1 | 1 | ||||||
Preferred Shares issued for Services, Shares | 7 | ||||||||
Shares issued for Debt | $ 2 | 18,998 | 19,000 | ||||||
Shares issued for Debt, Shares | 17,593 | ||||||||
Shares issued for Interest | $ 0 | 4,736 | 4,736 | ||||||
Shares Issued For Interest, Shares | 4,385 | ||||||||
Shares issued for Debt | $ 4 | 3,506 | 3,510 | ||||||
Shares issued for Debt, Shares | 39,002 | ||||||||
Shares issued for Interest | $ 2 | 1,506 | 1,508 | ||||||
Shares Issued For Interest, Shares | 16,756 | ||||||||
Shares issued for Debt | $ 7 | 6,333 | 6,340 | ||||||
Shares issued for Debt, Shares | 65,028 | ||||||||
Shares issued for Interest | $ 3 | 3,176 | 3,179 | ||||||
Shares issued for Interest, Shares | 32,606 | ||||||||
Shares issued for Interest | $ 1 | 679 | 680 | ||||||
Shares issued for Interest, Shares | 7,558 | ||||||||
Shares issued for Debt | $ 3 | 2,285 | 2,288 | ||||||
Shares issued for Debt, Shares | 25,430 | ||||||||
Shares issued for Interest | $ 0 | 17 | 17 | ||||||
Shares issued for Interest, Shares | 241 | ||||||||
Shares issued for Interest | $ 1 | 8,188 | 8,189 | ||||||
Shares issued for Interest, Shares | 6,999 | ||||||||
Shares issued for Debt | $ 6 | 4,232 | 4,238 | ||||||
Shares Issued for Debt, Shares | 59,967 | ||||||||
Shares issued for Interest | $ 2 | 2,262 | 2,264 | ||||||
Shares issued for Interest, Shares | 24,927 | ||||||||
Shares issued for Debt | $ 4 | 46,996 | 47,000 | ||||||
Shares Issued for Debt, Shares | 40,171 | ||||||||
Shares issued for Interest | $ 0 | 3,905 | 3,905 | ||||||
Shares issued for Interest, Shares | 2,893 | ||||||||
Contributed Capital Quarter Ended June 30, 2021 | 2,500 | 2,500 | |||||||
Shares issued for Debt | $ 8 | 7,647 | 7,655 | ||||||
Shares Issued for Debt, Shares | 84,282 | ||||||||
Shares issued for Interest | $ 1 | 728 | 729 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 28 | $ 0 | $ 0 | $ 252 | $ 3 | 8,815,938 | (21,964,232) | 736,326 | (12,411,685) |
Shares issued for Interest, Shares | 7,480 | ||||||||
Ending balance, Shares at Jun. 30, 2021 | 276,290 | 34 | 7 | 2,520,675 | 29,338 | ||||
Shares issued for Debt | $ 2 | 21,998 | 22,000 | ||||||
Shares Issued for Debt, Shares | 16,297 | ||||||||
Shares issued for Interest | $ 1 | 615 | 616 | ||||||
Shares issued for Interest, Shares | 6,321 | ||||||||
Shares issued for Debt | $ 1 | 1,415 | 1,416 | ||||||
Shares Issued for Debt, Shares | 14,529 | ||||||||
Shares issued for Debt | $ 1 | 1,186 | 1,187 | ||||||
Shares Issued for Debt, Shares | 12,181 | ||||||||
Shares issued for Debt | $ 2 | 2,024 | 2,026 | ||||||
Shares Issued for Debt, Shares | 22,515 | ||||||||
Net Loss | (7,489,115) | (7,489,115) | |||||||
Shares issued for Debt | $ 0 | 500 | 500 | ||||||
Shares issued for Debt, Shares | 3,333 | ||||||||
Shares issued for Interest | $ 13 | 19,331 | 19,344 | ||||||
Shares Issued For Interest, Shares | 128,959 | ||||||||
Shares issued for Debt | $ 7 | 9,993 | 10,000 | ||||||
Shares issued for Debt, Shares | 66,667 | ||||||||
Shares issued for Interest | $ 7 | 9,993 | 10,000 | ||||||
Shares Issued For Interest, Shares | 66,667 | ||||||||
Shares issued for Debt | $ 7 | 9,993 | 10,000 | ||||||
Shares issued for Debt, Shares | 66,667 | ||||||||
Shares issued for Interest | $ 0 | 12,993 | 12,993 | ||||||
Shares Issued For Interest, Shares | 346 | ||||||||
Shares issued for Debt | $ 0 | 35,000 | 35,000 | ||||||
Shares issued for Debt, Shares | 933 | ||||||||
Shares issued for Interest | 0 | 24,876 | 24,876 | ||||||
Shares issued for Interest, Shares | 1,327 | ||||||||
Shares issued for Interest | 0 | 24,780 | 24,780 | ||||||
Shares issued for Interest, Shares | 1,322 | ||||||||
Shares issued for Debt | $ 5 | 4,195 | 4,200 | ||||||
Shares issued for Debt, Shares | 46,667 | ||||||||
Shares issued for Interest | 0 | 18,783 | 18,783 | ||||||
Shares issued for Interest, Shares | 1,252 | ||||||||
Shares issued for Debt | $ 0 | 50,000 | 50,000 | ||||||
Shares Issued for Debt, Shares | 2,667 | ||||||||
Shares issued for Debt | $ 0 | 50,000 | 50,000 | ||||||
Shares Issued for Debt, Shares | 2,667 | ||||||||
Shares issued for Debt | $ 0 | 40,000 | 40,000 | ||||||
Shares Issued for Debt, Shares | 2,667 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 28 | $ 0 | $ 0 | $ 290 | $ 3 | 9,126,378 | (23,348,900) | 736,326 | (13,485,877) |
Ending balance, Shares at Sep. 30, 2021 | 288,190 | 34 | 7 | 2,900,914 | 29,338 | ||||
Net Loss | (1,384,668) | (1,384,668) | |||||||
Shares issued for Debt | $ 1 | 99,999 | 100,000 | ||||||
Shares issued for Debt, Shares | 6,667 | ||||||||
Shares issued for Interest | $ 0 | 26,662 | 0 | 26,662 | |||||
Shares Issued For Interest, Shares | 1,777 | ||||||||
Shares issued for Debt | $ 1 | 99,999 | 100,000 | ||||||
Shares issued for Debt, Shares | 6,667 | ||||||||
Shares issued for Interest | $ 0 | 38,837 | 0 | 38,837 | |||||
Shares Issued For Interest, Shares | 2,589 | ||||||||
Shares issued for Debt | $ 0 | 50,000 | 50,000 | ||||||
Shares issued for Debt, Shares | 4,015 | ||||||||
Shares issued for Interest | $ 0 | 19,603 | 19,603 | ||||||
Shares Issued For Interest, Shares | 1,574 | ||||||||
Shares issued for Debt | $ 1 | 49,999 | 50,000 | ||||||
Shares issued for Debt, Shares | 10,336 | ||||||||
Shares issued for Interest | $ 0 | 18,575 | 18,575 | ||||||
Shares issued for Interest, Shares | 3,840 | ||||||||
Shares issued for Interest | $ 2 | 74,998 | 75,000 | ||||||
Shares issued for Interest, Shares | 15,504 | ||||||||
Shares issued for Debt | $ 1 | 32,074 | 32,075 | ||||||
Shares issued for Debt, Shares | 6,631 | ||||||||
Shares issued for Interest | $ 1 | 24,999 | 25,000 | ||||||
Shares issued for Interest, Shares | 5,168 | ||||||||
Shares issued for Interest | $ 0 | 10,356 | 10,356 | ||||||
Shares issued for Interest, Shares | 2,141 | ||||||||
Shares issued for Debt | $ 0 | 25,000 | 25,000 | ||||||
Shares Issued for Debt, Shares | 667 | ||||||||
Shares issued for Interest | $ 0 | 8,883 | 8,883 | ||||||
Shares issued for Interest, Shares | 237 | ||||||||
Shares issued for Debt | $ 0 | 50,000 | 50,000 | ||||||
Shares Issued for Debt, Shares | 2,667 | ||||||||
Shares issued for Interest | $ 0 | 23,369 | 23,369 | ||||||
Shares issued for Interest, Shares | 1,246 | ||||||||
Shares issued for Debt | $ 1 | 99,999 | 100,000 | ||||||
Shares Issued for Debt, Shares | 6,838 | ||||||||
Shares issued for Interest | $ 0 | 39,808 | 39,808 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 28 | $ 0 | $ 0 | $ 304 | $ 3 | 10,211,291 | (20,703,920) | 736,326 | (9,755,969) |
Shares issued for Interest, Shares | 2,722 | ||||||||
Ending balance, Shares at Dec. 31, 2021 | 293,053 | 34 | 7 | 3,043,213 | 29,338 | ||||
Shares issued for Debt | $ 1 | 39,999 | 40,000 | ||||||
Shares Issued for Debt, Shares | 5,614 | ||||||||
Shares issued for Interest | $ 0 | 14,192 | 14,192 | ||||||
Shares issued for Interest, Shares | 1,992 | ||||||||
Shares issued for Debt | $ 0 | 50,000 | 50,000 | ||||||
Shares Issued for Debt, Shares | 4,167 | ||||||||
Shares issued for Interest | $ 0 | 19,012 | 19,012 | ||||||
Shares issued for Interest, Shares | 1,584 | ||||||||
Shares issued for Debt | $ 5 | 10,959 | 10,964 | ||||||
Shares Issued for Debt, Shares | 48,318 | ||||||||
Shares issued for Debt | $ 0 | 25,000 | 25,000 | ||||||
Shares Issued for Debt, Shares | 667 | ||||||||
Shares issued for Interest | $ 0 | 11,527 | 11,527 | ||||||
Shares issued for Interest, Shares | 307 | ||||||||
Shares issued for Debt | $ 0 | 60,000 | 60,000 | ||||||
Shares Issued for Debt, Shares | 1,600 | ||||||||
Shares issued for Interest | $ 0 | 25,440 | 25,440 | ||||||
Shares issued for Interest, Shares | 678 | ||||||||
Shares issued for Debt | $ 0 | 25,000 | 25,000 | ||||||
Shares Issued for Debt, Shares | 667 | ||||||||
Shares issued for Interest | $ 0 | 10,625 | 10,625 | ||||||
Shares issued for Interest, Shares | 283 | ||||||||
Net Loss | 2,644,980 | 2,644,980 | |||||||
Shares issued for Debt | $ 1 | 48,419 | 48,420 | ||||||
Shares issued for Debt, Shares | 5,861 | ||||||||
Shares issued for Interest | $ 0 | 39,708 | 39,708 | ||||||
Shares Issued For Interest, Shares | 4,806 | ||||||||
Ending balance, value at Mar. 31, 2022 | $ 28 | $ 0 | $ 305 | $ 3 | 10,299,418 | (87,785,509) | 736,326 | (76,749,430) | |
Ending balance, Shares at Mar. 31, 2022 | 293,053 | 34 | 7 | 3,053,879 | 29,338 | ||||
Net Loss | (67,081,589) | (67,081,589) | |||||||
Shares issued for Debt | $ 3 | 218,614 | 218,617 | ||||||
Shares issued for Debt, Shares | 26,461 | ||||||||
Shares issued for Interest | $ 0 | 1,701 | 1,701 | ||||||
Shares Issued For Interest, Shares | 206 | ||||||||
Shares issued for Debt | $ 7 | 550,154 | 550,161 | ||||||
Shares issued for Debt, Shares | 66,485 | ||||||||
Shares issued for Interest | $ 0 | 1,500 | 1,500 | ||||||
Shares Issued For Interest, Shares | 181 | ||||||||
Shares issued for Debt | $ 7 | 334,793 | 334,800 | ||||||
Shares issued for Debt, Shares | 66,667 | ||||||||
Shares issued for Debt | $ 7 | 334,793 | 334,800 | ||||||
Shares issued for Debt, Shares | 66,667 | ||||||||
Ending balance, value at Jun. 30, 2022 | $ 28 | $ 0 | $ 328 | $ 3 | 11,740,975 | (20,827,342) | 736,326 | (8,349,684) | |
Ending balance, Shares at Jun. 30, 2022 | 293,053 | 34 | 7 | 3,280,543 | 29,338 | ||||
Net Loss | 66,958,167 | 66,958,167 | |||||||
Shares issued for Debt | $ 3 | 132,647 | 132,650 | ||||||
Shares issued for Debt, Shares | 26,701 | ||||||||
Shares issued for Interest | $ 1 | 32,949 | 32,950 | ||||||
Shares Issued For Interest, Shares | 6,632 | ||||||||
Shares issued for Debt | $ 4 | 180,548 | 180,552 | ||||||
Shares issued for Debt, Shares | 36,343 | ||||||||
Shares issued for Expenses | $ 0 | 45,500 | 45,500 | ||||||
Shares issued for Expenses, Shares | 4,667 | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 28 | $ 0 | $ 335 | $ 3 | 12,132,620 | (20,905,369) | 736,326 | (8,036,059) | |
Ending balance, Shares at Sep. 30, 2022 | 293,053 | 34 | 7 | 3,354,886 | 29,338 | ||||
Net Loss | (78,027) | (78,027) | |||||||
Preferred Shares Issued for Nonemployee Services | $ 1 | 299,999 | 300,000 | ||||||
Preferred Shares Issued for Nonemployee Services, Shares | 6,667 | ||||||||
Preferred Shares Issued for Debt | $ 7 | 761,493 | 0 | 761,500 | |||||
Preferred Shares Issued for Debt, Shares | 70,114 | ||||||||
Preferred Shares Issued for Interest | $ 4 | 380,258 | 380,262 | ||||||
Preferred Shares Issued for Interest, Shares | 35,012 | ||||||||
Common Shares Issued For Interest | $ 1 | 25,368 | 0 | 25,369 | |||||
Common Shares Issued For Interest, Shares | 11,279 | ||||||||
Preferred Shares Issued for Nonemployee Services | $ 0 | 48,372 | 48,372 | ||||||
Preferred Shares Issued for Nonemployee Services, Shares | 1,112 | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 40 | $ 0 | $ 337 | 13,648,107 | (19,269,640) | $ 736,326 | (4,884,827) | ||
Ending balance, Shares at Dec. 31, 2022 | 405,958 | 34 | 7 | 3,366,165 | 29,338 | ||||
Net Loss | $ 1,635,730 | $ 1,635,730 |
CONDENSED CONSOLIDATED STATEME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Income (loss) | $ 1,635,730 | $ 2,644,980 | $ 2,443,531 | $ (6,765,233) |
Adjustments to reconcile net Income to net cash | ||||
Common Stock issued for Expenses | 0 | 45,500 | 159 | |
Preferred Stock issued as compensation | 348,372 | 0 | 1 | |
Increase (Decrease) in Interest expense attributable to amortization of Discount | 0 | 22,451 | 71,067 | 51,015 |
Increase (Decrease) in Accounts Payable | 2,240 | (59,210) | (62,705) | (18,988) |
(Increase) Decrease in Accounts Receivable | 122,575 | (27,425) | (41,082) | (109,999) |
Increase (Decrease) in accrued Expenses | 17,359 | 6,036 | 109,747 | 369,825 |
(Increase) Decrease in Prepaid Expenses | 11,856 | 6,856 | 17,199 | (48,146) |
Increase(Decrease) in Contributed Capital | 0 | 0 | 4,615 | |
Increase ( Decrease) in Derivative Expense | (2,115,806) | (2,964,939) | (3,340,683) | 4,264,974 |
Increase ( Decrease) in Unearned Income | (31,640) | (31,640) | (125,517) | 1,843,806 |
Increase ( Decrease) in Penalties | 0 | 300,000 | ||
(Increase( Decrease in Notes Receivable | 0 | 5,396 | (5,396) | |
(Increase( Decrease in Accrued Interest Receivable | 0 | (135) | 230 | (230) |
Securities accepted as compensation | 0 | 0 | (1,850,000) | |
Gain( Loss) on forgiveness of Debt | 1,150 | (24,364) | ||
Increase (Decrease) in Loss on Sale of Investment Securities | 0 | 1,828 | 524,930 | |
Unrealized Loss(Gain) on Investment Securities | 0 | 123,891 | (31,433) | 632,094 |
Net Cash Provided by (Used in) Operating | (10,463) | (279,135) | (606,921) | (1,130,938) |
CASH FLOWS FROM INVESTMENT ACTIVITIES | ||||
Increase(Decrease) in Sale of Investment Securities | 25,000 | 495,000 | ||
Net Cash Provided By Investment Activities | 25,000 | 495,000 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
(Decrease) in Notes Payable | 499 | 1,363,100 | ||
Increase (Decrease) in Convertible Notes Payable | (94,535) | (94,535) | ||
Net Cash Provided by (Used in) Financing Activities | 0 | (94,535) | (94,036) | 1,363,100 |
Net Increase (Decrease) in Cash | (10,463) | (373,670) | (675,957) | 727,162 |
Cash at Beginning of Period | 51,204 | 727,162 | 727,162 | |
Cash at End of Period | 40,741 | 353,492 | 51,204 | 727,162 |
Supplemental Disclosure of Noncash investing and financing activities: | ||||
Common shares Issued for Debt | 710,964 | 2,510,964 | 278,423 | |
Preferred Shares Issued for Debt | 761,500 | 75,000 | 75,000 | 153,000 |
Cash Paid for Interest | 28,973 | 27,473 | ||
Common shares Issued for Interest | 25,369 | 264,970 | 342,329 | 101,929 |
Preferred Shares issued for Interest | $ 380,262 | $ 33,994 | $ 33,994 | $ 76,485 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
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. 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 Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of December 31, 2022 utilized the following inputs: Schedule of Derivative liability Risk Free Interest Rate 3.89 % Expected Term ( 2.03 2.66 Expected Volatility 882.14 % 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 December 31, 2021 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 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. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $ 0 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. | 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. 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 Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of September 30, 2022 utilized the following inputs: Schedule of Derivative Liability Risk Free Interest Rate 3.89 % Expected Term ( 0.30 2.33 Expected Volatility 868.81 % Expected Dividends 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 September 30, 2021 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 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. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $ 0 K. NOTES RECEIVABLE 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 | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
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. As of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. 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 August 2014, 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 adopted ASU 2016-01 as of the fiscal year ending September 30, 2019. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06"), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has adopted ASU 2020-06 as of the Fiscal Year ending September 30, 2022. 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. | 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. As of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. 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 August 2014, 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 adopted ASU 2016-01 as of the fiscal year ending September 30, 2019. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06"), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has adopted ASU 2020-06 as of the Fiscal Year ending September 30, 2022. 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 | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
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 $ 19,269,840 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. | 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 $ 20,905,369 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. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 4. NOTES PAYABLE (a) RELATED PARTY Notes payable related party As of December 31, 2022 David Koos $ 710 Total: $ 710 $ 710 15 | NOTE 4. NOTES PAYABLE (a) RELATED PARTY Notes Payable Related Party As of September 30, 2022 David Koos $ 710 Total: $ 710 $ 710 15 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Convertible Notes Payable | ||
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 $ 100,000 100,000 8 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 $150 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 $150 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 $150 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 As of December 31, 2022 $ 100,000 . On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 8 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$150 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 $150 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 $150 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. 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 As of December 31 , 2022 $ 50,000 On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 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 $ 18.75 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. As of December 31, 2022 $ 50,000 200,000 200,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iii) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $75 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 December 31, 2022 $ 200,000 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 $ 820,513 On December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 100,000 100,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iv) One day subsequent to a “Transaction Event”). Transaction Event” shall mean either of: (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property (v) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $37.5 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 December 31, 2022 $ 100,000 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 $ 410,256 On October 3, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iv) One day subsequent to a “Transaction Event”). Transaction Event” shall mean either of: (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property (v) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $37.5 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 December 31, 2022, $ 50,000 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 $ 184,615 On September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $ 350,000 350,000 10 Zander has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen. As of December 31, 2022, 10,000 Zander and Regen are under common control. Zander Therapeutics, Inc. is the sole licensee of Regen’s NR2F6 intellectual property for veterinary applications. | NOTE 5. CONVERTIBLE NOTES PAYABLE On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 100,000 100,000 8 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 $150 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 As of September 30, 2022 $ 100,000 On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 8 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 $150 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 $150 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 $150 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. 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 As of September 30 , 2022 $ 50,000 On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 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 $ 18.75 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. . As of September 30, 2022 $ 50,000 On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 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 $18.75 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. As of September 30, 2022 $ 50,000 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 10 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 sha As of September $ 50,000 March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 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 $75 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 September 30, 2022 $ 50,000 The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $184,615 was recognized by the Company as of September 30, 2022. 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 10 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 $75 per share. 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 September 30 ,2022 $ 50,000 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 $ 184,615 On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 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 $75 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 September 30 , 2022 $ 50,000 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 $ 184,615 200,000 200,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iii) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $75 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 September 30, 2022 $ 200,000 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 $ 738,462 On June 26, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 150,000 150,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iv) One day subsequent to a “Transaction Event”) (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property (v) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $37.5 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 September 30, 2022 $ 150,000 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 $ 553,846 On September 25, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 50,000 50,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iv) One day subsequent to a “Transaction Event”) Transaction Event” shall mean either of: (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party. (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property (v) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $37.5 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 September 30, 2022 $ 50,000 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 $ 184,615 50,000 50,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iv) One day subsequent to a “Transaction Event”) Transaction Event” shall mean either of: (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property (v) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 $37.50 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 September 30, 2022, $ 50,000 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 $ 184,615 On October 16, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ 100,000 100,000 10 (i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iv) One day subsequent to a “Transaction Event”) Transaction Event” shall mean either of: (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property (v) That date which is twenty four (24) months subsequent to the date of execution of this Note. 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS 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 under common control with the Company. 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 15th, 2016 and each subsequent anniversary of the effective date of the Agreement. The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander. 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 December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto. On December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) whereby: 1) Zander shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander. Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which shall be applied pursuant to the Agreement. 2) A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement. 3) $75,900 of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied pursuant to the Agreement. No actions were taken by any of the parties to enforce the terms of the Agreement. On April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be: a) Zander shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not reflect such return b) As of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto. Zander and Regen are under common control. On September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $ 350,000 Zander has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen. As of December 31, 2022, $ 10,000 On October 8,2021 the Company entered into an agreement with Dr. Brian Koos, MD PhD whereby Dr. Brian Koos would provide services to the Company consisting of : a) Reviewing existing publications on research being conducted on Checkpoint NR2F6. b) Identifying the most promising applications for the Company’s technology c) Drafting a “white paper” on results for 1(b) d) Making introductions to known experts in appropriate fields identified in 1(b). Dr. Brian Koos is to be paid compensated $117,000 as total consideration for performing the abovementioned tasks. During the quarter ended December 31, 2021 Dr. Brian Koos was paid the amount of $80,275 and during the quarter ended March 31, 2022 Dr. Brian Koos was paid $36,975. Dr. Brian Koos is the brother of David Koos the Chairman and Chief Executive Officer of the Company. As of December 31, 2022 the Company is indebted to David R. Koos the Company’s sole officer and director in the amount of $ 710 710 During the quarter ended December 31, 2021 the Company paid $5,000 of rental expenses to the landlord of BST Partners as consideration to BST Partners for use of office space. BST Partners is controlled by David R. Koos the Chairman and Chief Executive Officer of the Company. On January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning January 14, 2022. BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc. | NOTE 6. RELATED PARTY TRANSACTIONS 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 under common control with the Company. 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 15th, 2016 and each subsequent anniversary of the effective date of the Agreement. The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander. 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 December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto. On December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) whereby: 1) Zander shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander. Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which shall be applied pursuant to the Agreement. 2) A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement. 3) $75,900 of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied pursuant to the Agreement. No actions were taken by any of the parties to enforce the terms of the Agreement. On April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be: a) Zander shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not reflect such return b) As of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto. Zander and Regen are under common control. On September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $ 350,000 Zander has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen. As of September 30, 2021, $ 10,000 On October 8,2021 the Company entered into an agreement with Dr. Brian Koos, MD PhD whereby Dr. Brian Koos would provide services to the Company consisting of : a) Reviewing existing publications on research being conducted on Checkpoint NR2F6. b) Identifying the most promising applications for the Company’s technology c) Drafting a “white paper” on results for 1(b) d) Making introductions to known experts in appropriate fields identified in 1(b). Dr. Brian Koos is to be paid compensated $117,000 as total consideration for performing the abovementioned tasks. During the quarter ended December 31, 2021 Dr. Brian Koos was paid the amount of $80,275 and during the quarter ended March 31, 2022 Dr. Brian Koos was paid $36,975. Dr. Brian Koos is the brother of David Koos the Chairman and Chief Executive Officer of the Company. As of September 30, 2022 the Company is indebted to David R. Koos the Company’s sole officer and director in the amount of $ 710 710 During the quarter ended December 31, 2021 the Company paid $5,000 of rental expenses to the landlord of BST Partners as consideration to BST Partners for use of office space. BST Partners is controlled by David R. Koos the Chairman and Chief Executive Officer of the Company. On January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning January 14, 2022. BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc. |
ACCOUNTS RECEIVABLE, RELATED PA
ACCOUNTS RECEIVABLE, RELATED PARTY | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Credit Loss [Abstract] | ||
ACCOUNTS RECEIVABLE, RELATED PARTY | NOTE 7. ACCOUNTS RECEIVABLE, RELATED PARTY Accounts Receivable due from Related Party as of December 31, 2022 consists solely of amounts earned by the Company not yet paid resulting from the Company’s license agreement with KCL Therapeutics (See Note 6). | NOTE 7. ACCOUNTS RECEIVABLE, RELATED PARTY Accounts Receivable due from Related Party as of September 30, 2022 consists solely of amounts earned by the Company not yet paid resulting from the Company’s license agreement with KCL Therapeutics (See Note 6). |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2022: Common stock, $ 0 .0001 5,800,000,000 3,366,165 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 800,000,000 600,000 34 739,000,000 405,958 60,000,000 29,338 20,000 7 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. 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 seven (7). 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 739,000,000 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 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. On March 26, 2021 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 Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”). The Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series NC 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 NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen. | NOTE 8. STOCKHOLDERS’ EQUITY The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30 2022: Common stock, $ 0 .0001 5,800,000,000 3,354,866 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 800,000,000 600,000 34 540,000,000 60,000,000 29,338 20,000 7 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. 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 seven ( 7). 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 540,000,000 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 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. On March 26, 2021 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 Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”). The Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series NC 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 NC 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, RELATED
INVESTMENT SECURITIES, RELATED PARY | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Investment Securities Related Pary | ||
INVESTMENT SECURITIES, RELATED PARY | NOTE 9. INVESTMENT SECURITIES, RELATED PARY On June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 On November 29, 2018 the Company accepted 725,000 13,124 On December 31,2022 the Company revalued 470,588 725,000 Dividend income Fair Value of Intellectual Property $ 1,500 Prepaid Expenses 65,661 Due from Employee 1,071 Note Receivable 64,400 Accrued Interest Receivable 23,989 Investment Securities 8,423,366 Convertible Note Receivable 10,000 Accounts Payable 1,269,041 Notes Payable 400,000 Accrued Expenses Related Parties 162,011 Notes Payable Related Party 5396 Accrued Expenses 203,037 Enterprise Value 10,563,930 Less: Total Debt (2,038,343 ) Portion of Enterprise Value Attributable to Shareholders 8,525,587 Fair Value Per Share $ 0.186168 The abovementioned constitute the Company’s sole related party investment securities as of December 31 , 2022. As of December 31, 2022: Comprehensive income 470,588 Common Shares of Zander Therapeutics, Inc. Basis Fair Value Total Unrealized Gains Net Unrealized Gain or (Loss) realized during the quarter ended December 31,2022 $ 5,741 $ 87,608 $ 81,867 $ 0 725,000 Series M Preferred of Zander Therapeutics, Inc. Basis Fair Value Total Unrealized Gain Net Unrealized Gain or (Loss) realized during the quarter ended December 31 , 2022 $ 13,124 $ 134971 $ 121847 $ 01 | NOTE 9. INVESTMENT SECURITIES, RELATED PARY On June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics, Inc. On November 29, 2018 the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of prepaid rent and accrued interest owed to the Company collectively amounting to $13,124. On September 30,2022 the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. based on the following inputs: Dividend Income Fair Value of Intellectual Property $ 1,500 Prepaid Expenses 65,661 Due from Employee 1,071 Note Receivable 64,400 Accrued Interest Receivable 23,989 Investment Securities 8,423,366 Convertible Note Receivable 10,000 Accounts Payable 1,269,041 Notes Payable 400,000 Accrued Expenses Related Parties 162,011 Notes Payable Related Party 5396 Accrued Expenses 203,037 Enterprise Value 10,563,930 Less: Total Debt (2,038,343 ) Portion of Enterprise Value Attributable to Shareholders 8,525,587 Fair Value Per Share $ 0.186168 The abovementioned constitute the Company’s sole related party investment securities as of September 30, 2022. As of September 30, 2022: 470,588 Common Shares of Zander Therapeutics, Inc. Comprehensive Income Basis Fair Value Total Unrealized Gains Net Unrealized Gain or (Loss) realized during the quarter ended September 30,2022 $ 5,741 $ 87,608 $ 81,867 $ 0 725,000 Series M Preferred of Zander Therapeutics, Inc. Basis Fair Value Total Unrealized Gain Net Unrealized Gain or (Loss) realized during the quarter ended September 30, 2022 $ 13,124 $ 134971 $ 121,847 $ 01 |
STOCK TRANSACTIONS
STOCK TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Stock Transactions | ||
STOCK TRANSACTIONS | NOTE 10. STOCK TRANSACTIONS On October 25, 2022 the Company issued 6,667 On November 11, 2022 the Company issued 105126 761,500 380,262 On November 11, 2022 the Company issued 11,279 25,639 On December 5, 2022 the Company issued 1,112 | NOTE 11. STOCK TRANSACTIONS On October 1, 2021 the Company issued 67,812 425,000 154,991 On October 1, 2021 the Company issued 3914 50,000 23,369 On October 29, 2021 the Company issued 17,165 140,000 54,000 On November 4 , 2021 the Company issued 5,751 50,000 69,012 On November 24, 2021 the Company issued 51,570 95,964 36,967 On December 10 2021 the Company issued 950 25,000 10,625 On March 28, 2022 the Company issued 10,667 48,420 39,708 On April 5, 2022 the Company issued 26,667 218,617 1,701 On April 8, 2022 the Company issued 66,666 550,161 1,500 On May 16, 2022 the Company issued 66,667 334,800 On June 8, 2022 the Company issued 66,667 334,800 On July 15 2022 the Company issued 33,333 132,650 32,950 On July 20, 2022 the Company issued 36343 180,552 On August 4, 2022 the Company issued 4,667 |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 12 Months Ended |
Sep. 30, 2022 | |
Disclosure Investment Securities Abstract | |
INVESTMENT SECURITIES | NOTE 10. INVESTMENT SECURITIES During the quarter ended June 30, 2021 the Company was paid 50,000 common shares of Oncology Pharma, Inc. pursuant to an agreement entered into by and between KCL Therapeutics, Inc. ( a wholly owned subsidiary of the Company) and Oncology Pharma, Inc. whereby Oncology Pharma, Inc. was granted a license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from April 7, 2021. During the quarter ended June 30, 2021 13,700 300,000 During the quarter ended September 30, 2021 18,000 195,000 During the quarter ended September 30, 2022 18,300 25,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11. INCOME TAXES As of September 30, 2022 Deferred tax assets Deferred tax assets: Net operating tax carry forwards $ 4,390,127 Other (0 ) Gross deferred tax assets 4,390,127 Valuation allowance (4,390,127 ) Net deferred tax assets $ (0 ) As of September 30 2021 the Company has a Deferred Tax Asset of $ 4,390,127 20,905,369 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. A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders. As the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to 0. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS On October 25, 2022 the Company issued 6,667 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
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. | 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. 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 Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of December 31, 2022 utilized the following inputs: Schedule of Derivative liability Risk Free Interest Rate 3.89 % Expected Term ( 2.03 2.66 Expected Volatility 882.14 % Expected Dividends 0 | 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. 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 Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of September 30, 2022 utilized the following inputs: Schedule of Derivative Liability Risk Free Interest Rate 3.89 % Expected Term ( 0.30 2.33 Expected Volatility 868.81 % Expected Dividends |
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 December 31, 2021 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 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. | 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 September 30, 2021 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 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. | 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 | ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $ 0 | ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $ 0 |
NOTES RECEIVABLE | K. NOTES RECEIVABLE Notes receivable are stated at cost, less impairment, if any. | K. NOTES RECEIVABLE |
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. | 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. | M. INTEREST RECEIVABLE Interest receivable is stated at cost, less impairment, if any. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Derivative Liability | Schedule of Derivative liability Risk Free Interest Rate 3.89 % Expected Term ( 2.03 2.66 Expected Volatility 882.14 % Expected Dividends 0 | Schedule of Derivative Liability Risk Free Interest Rate 3.89 % Expected Term ( 0.30 2.33 Expected Volatility 868.81 % Expected Dividends |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||
Notes Payable Related Party | Notes payable related party As of December 31, 2022 David Koos $ 710 Total: $ 710 | Notes Payable Related Party As of September 30, 2022 David Koos $ 710 Total: $ 710 |
INVESTMENT SECURITIES, RELATE_2
INVESTMENT SECURITIES, RELATED PARY (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Investment Securities Related Pary | ||
Dividend Income | Dividend income Fair Value of Intellectual Property $ 1,500 Prepaid Expenses 65,661 Due from Employee 1,071 Note Receivable 64,400 Accrued Interest Receivable 23,989 Investment Securities 8,423,366 Convertible Note Receivable 10,000 Accounts Payable 1,269,041 Notes Payable 400,000 Accrued Expenses Related Parties 162,011 Notes Payable Related Party 5396 Accrued Expenses 203,037 Enterprise Value 10,563,930 Less: Total Debt (2,038,343 ) Portion of Enterprise Value Attributable to Shareholders 8,525,587 Fair Value Per Share $ 0.186168 | Dividend Income Fair Value of Intellectual Property $ 1,500 Prepaid Expenses 65,661 Due from Employee 1,071 Note Receivable 64,400 Accrued Interest Receivable 23,989 Investment Securities 8,423,366 Convertible Note Receivable 10,000 Accounts Payable 1,269,041 Notes Payable 400,000 Accrued Expenses Related Parties 162,011 Notes Payable Related Party 5396 Accrued Expenses 203,037 Enterprise Value 10,563,930 Less: Total Debt (2,038,343 ) Portion of Enterprise Value Attributable to Shareholders 8,525,587 Fair Value Per Share $ 0.186168 |
Comprehensive Income | Comprehensive income 470,588 Common Shares of Zander Therapeutics, Inc. Basis Fair Value Total Unrealized Gains Net Unrealized Gain or (Loss) realized during the quarter ended December 31,2022 $ 5,741 $ 87,608 $ 81,867 $ 0 725,000 Series M Preferred of Zander Therapeutics, Inc. Basis Fair Value Total Unrealized Gain Net Unrealized Gain or (Loss) realized during the quarter ended December 31 , 2022 $ 13,124 $ 134971 $ 121847 $ 01 | Comprehensive Income Basis Fair Value Total Unrealized Gains Net Unrealized Gain or (Loss) realized during the quarter ended September 30,2022 $ 5,741 $ 87,608 $ 81,867 $ 0 725,000 Series M Preferred of Zander Therapeutics, Inc. Basis Fair Value Total Unrealized Gain Net Unrealized Gain or (Loss) realized during the quarter ended September 30, 2022 $ 13,124 $ 134971 $ 121,847 $ 01 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | Deferred tax assets Deferred tax assets: Net operating tax carry forwards $ 4,390,127 Other (0 ) Gross deferred tax assets 4,390,127 Valuation allowance (4,390,127 ) Net deferred tax assets $ (0 ) |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Risk Free Interest Rate | 3.89% | 3.89% |
Expected Volatility | 882.14% | 868.81% |
Expected Dividends | 0% | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected Term | 2 years 10 days | 3 months 18 days |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected Term | 2 years 7 months 28 days | 2 years 3 months 29 days |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100% | 100% | ||
Advertising Expense | $ 0 | $ 0 | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 125 Months Ended | 128 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss since inception | $ 20,905,369 | $ 19,269,840 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - Related Party [Member] - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Short-Term Debt [Line Items] | ||
Notes Payable | $ 710 | $ 710 |
David Koos [Member] | ||
Short-Term Debt [Line Items] | ||
Notes Payable | $ 710 | $ 710 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - David Koos [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Long-Term Debt, Gross | $ 710 | $ 710 |
Debt Instrument, Interest Rate During Period | 15% | 15% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Convertible Note; March 8, 2016 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | $ 100,000 | $ 100,000 |
Cash issued for convertible note | $ 100,000 | $ 100,000 |
Convertible note, interest rate | 8% | 8% |
Notes Payable, Current | $ 100,000 | $ 100,000 |
Convertible Note; April 6, 2016 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | 50,000 |
Cash issued for convertible note | $ 50,000 | $ 50,000 |
Convertible note, interest rate | 8% | 8% |
Notes Payable, Current | $ 50,000 | $ 50,000 |
Convertible Note; October 31, 2016 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | 50,000 |
Cash issued for convertible note | $ 50,000 | $ 50,000 |
Convertible note, interest rate | 10% | 10% |
Notes Payable, Current | $ 50,000 | $ 50,000 |
Conversion price | $ 18.75 | $ 18.75 |
Convertible Note; May 5, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | $ 200,000 | $ 200,000 |
Cash issued for convertible note | $ 200,000 | $ 200,000 |
Convertible note, interest rate | 10% | 10% |
Notes Payable, Current | $ 200,000 | $ 200,000 |
Derivative Liability | 820,513 | 738,462 |
Convertible Note; December 20, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 100,000 | 100,000 |
Cash issued for convertible note | $ 100,000 | $ 100,000 |
Convertible note, interest rate | 10% | 10% |
Notes Payable, Current | $ 100,000 | |
Derivative Liability | 410,256 | $ 369,231 |
Convertible Note; October 3, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | 50,000 |
Cash issued for convertible note | $ 50,000 | $ 50,000 |
Convertible note, interest rate | 10% | 10% |
Notes Payable, Current | $ 50,000 | $ 50,000 |
Derivative Liability | 184,615 | 184,615 |
Convertible Note; September 30, 2018 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 350,000 | 350,000 |
Cash issued for convertible note | $ 350,000 | $ 350,000 |
Convertible note, interest rate | 10% | 10% |
Notes Payable, Current | $ 10,000 | $ 10,000 |
Convertible Note 1; October 31, 2016 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | |
Cash issued for convertible note | $ 50,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 50,000 | |
Convertible Note 2; October 31, 2016 | ||
Short-Term Debt [Line Items] | ||
Cash issued for convertible note | $ 50,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 50,000 | |
Convertible Note; March 13, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | |
Cash issued for convertible note | $ 50,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 50,000 | |
March 3120171 [Member] | ||
Short-Term Debt [Line Items] | ||
Cash issued for convertible note | $ 50,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 50,000 | |
Derivative Liability | 184,615 | |
Convertible Note; April 19, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | |
Cash issued for convertible note | $ 50,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 50,000 | |
Derivative Liability | 184,615 | |
Convertible Note; June 26, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 150,000 | |
Cash issued for convertible note | $ 150,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 150,000 | |
Derivative Liability | 553,846 | |
Convertible Note; September 25, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 50,000 | |
Cash issued for convertible note | $ 50,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 50,000 | |
Derivative Liability | 184,615 | |
Convertible Note; October 16, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 100,000 | |
Cash issued for convertible note | $ 100,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 100,000 | |
Derivative Liability | 369,231 | |
Convertible Note; 2 November 1, 2017 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 25,000 | |
Cash issued for convertible note | $ 25,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 25,000 | |
Derivative Liability | 82,308 | |
Nov 0117 [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative Liability | 92,308 | |
Convertible Note; February 28, 2018 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 100,000 | |
Cash issued for convertible note | $ 100,000 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 100,000 | |
Derivative Liability | 369,231 | |
Convertible Note; July 11, 2018 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 11,500 | |
Cash issued for convertible note | $ 11,500 | |
Convertible note, interest rate | 10% | |
Notes Payable, Current | $ 11,500 | |
Derivative Liability | 42,461 | |
Convertible Note; July 19, 2019 | ||
Short-Term Debt [Line Items] | ||
Convertible note issued and outstanding | 100,000 | |
Cash issued for convertible note | 95,000 | |
Notes Payable, Current | 1,000 | |
Derivative Liability | $ 1,639 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties, Current | $ 710 | $ 710 |
Convertible Note; September 30, 2018 | ||
Related Party Transaction [Line Items] | ||
Convertible Notes Payable, Current | 350,000 | 350,000 |
Notes Payable, Related Parties, Current | 10,000 | 10,000 |
David Koos [Member] | ||
Related Party Transaction [Line Items] | ||
Long-Term Debt, Gross | 710 | 710 |
David Koos [Member] | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties, Current | $ 710 | $ 710 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 5,800,000,000 | 5,800,000,000 | 4,800,000,000 |
Common stock, shares issued | 3,366,165 | 3,354,866 | 2,900,914 |
Common stock, shares outstanding | 3,366,165 | 3,354,866 | 2,900,914 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Series AA Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 600,000 | 600,000 | 600,000 |
Preferred Stock, Shares Issued | 34 | 34 | |
Preferred Stock, Shares Outstanding | 34 | 34 | 34 |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 739,000,000 | 540,000,000 | 300,000,000 |
Preferred Stock, Shares Outstanding | 405,958 | 293,033 | 288,190 |
Series M Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 60,000,000 | 60,000,000 | 300,000,000 |
Preferred Stock, Shares Outstanding | 29,338 | 29,338 | 29,338 |
Series N C [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000 | 20,000 | 20,000 |
Preferred Stock, Shares Outstanding | 7 | 7 | 7 |
INVESTMENT SECURITIES, RELATE_3
INVESTMENT SECURITIES, RELATED PARY (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Prepaid Expenses | $ 14,089 | $ 20,945 | $ 48,144 |
Accrued Interest Receivable | 0 | 0 | 230 |
Accounts Payable | 31,039 | 28,799 | $ 91,498 |
Series M Preferred Stock [Member] | Zander Therapeutics | |||
Fair Value of Intellectual Property | 1,500 | 1,500 | |
Prepaid Expenses | 65,661 | 65,661 | |
Due from Employee | 1,071 | 1,071 | |
Note Receivable | 64,400 | 64,400 | |
Accrued Interest Receivable | 23,989 | 23,989 | |
Investment Securities | 8,423,366 | 8,423,366 | |
Convertible Note Receivable | 10,000 | 10,000 | |
Accounts Payable | 1,269,041 | 1,269,041 | |
Notes Payable | 400,000 | 400,000 | |
Accrued Expenses Related Parties | 162,011 | 162,011 | |
Notes Payable Related Party | 5,396 | 5,396 | |
Accrued Expenses | 203,037 | 203,037 | |
Enterprise Value | 10,563,930 | 10,563,930 | |
Less: Total Debt | (2,038,343) | (2,038,343) | |
Portion of Enterprise Value Attributable to Shareholders | $ 8,525,587 | $ 8,525,587 | |
Fair Value Per Share | $ 0.186168 | $ 0.186168 |
INVESTMENT SECURITIES, RELATE_4
INVESTMENT SECURITIES, RELATED PARY (Details 1) - Zander Therapeutics - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Common Stock [Member] | ||
Investment Securities, Basis | $ 5,741 | $ 5,741 |
Investment Securities, Fair Value | 87,608 | 87,608 |
Investment Securities, Total Unrealized Gain | 81,867 | 81,867 |
Investment Securities, net Unrealized Gain or (Loss) realized | 0 | 0 |
Series M Preferred Stock [Member] | ||
Investment Securities, Basis | 13,124 | 13,124 |
Investment Securities, Fair Value | 134,971 | 134,971 |
Investment Securities, Total Unrealized Gain | 121,847 | 121,847 |
Investment Securities, net Unrealized Gain or (Loss) realized | $ 1 | $ 1 |
INVESTMENT SECURITIES, RELATE_5
INVESTMENT SECURITIES, RELATED PARY (Details Narrative) - Zander Therapeutics - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 11, 2018 | Nov. 29, 2018 | Dec. 31, 2022 | |
Number of shares issued for property dividend | 470,588 | 470,588 | |
Series M Preferred Stock [Member] | |||
Number of shares issued in satisfaction of prepaid rent and accrued interest | 725,000 | 725,000 | |
Shares issued in satisfaction of prepaid rent and accrued interest value | $ 13,124 |
INVESTMENT SECURITIES, RELATE_6
INVESTMENT SECURITIES, RELATED PARTY (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Prepaid Expenses | $ 14,089 | $ 20,945 | $ 48,144 |
Accrued Interest Receivable | 0 | 0 | 230 |
Accounts Payable | 31,039 | 28,799 | $ 91,498 |
Series M Preferred Stock [Member] | Zander Therapeutics | |||
Fair Value of Intellectual Property | 1,500 | 1,500 | |
Prepaid Expenses | 65,661 | 65,661 | |
Due from Employee | 1,071 | 1,071 | |
Note Receivable | 64,400 | 64,400 | |
Accrued Interest Receivable | 23,989 | 23,989 | |
Investment Securities | 8,423,366 | 8,423,366 | |
Convertible Note Receivable | 10,000 | 10,000 | |
Accounts Payable | 1,269,041 | 1,269,041 | |
Notes Payable | 400,000 | 400,000 | |
Accrued Expenses, Related Party | 162,011 | 162,011 | |
Notes Payable, Related Parties, Current | 5,396 | 5,396 | |
Accrued Expenses | 203,037 | 203,037 | |
Enterprise Value | 10,563,930 | 10,563,930 | |
Less: Total Debt | (2,038,343) | (2,038,343) | |
Portion of Enterprise Value attributable to Shareholders | $ 8,525,587 | $ 8,525,587 | |
Fair Value per share | $ 0.186168 | $ 0.186168 | |
Common Stock [Member] | Zander Therapeutics | |||
Fair Value of Intellectual Property | $ 1,500 | ||
Prepaid Expenses | 65,661 | ||
Due from Employee | 1,071 | ||
Note Receivable | 64,400 | ||
Accrued Interest Receivable | 23,989 | ||
Investment Securities | 8,423,366 | ||
Convertible Note Receivable | 10,000 | ||
Accounts Payable | 1,269,041 | ||
Notes Payable | 400,000 | ||
Accrued Expenses, Related Party | 162,011 | ||
Notes Payable, Related Parties, Current | 5,396 | ||
Accrued Expenses | 203,037 | ||
Enterprise Value | 10,563,930 | ||
Less: Total Debt | (2,038,343) | ||
Portion of Enterprise Value attributable to Shareholders | $ 8,525,587 | ||
Fair Value per share | $ 0.186168 |
INVESTMENT SECURITIES, RELATE_7
INVESTMENT SECURITIES, RELATED PARTY (Details 1) - Zander Therapeutics - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Common Stock [Member] | ||
Investment Securities, Basis | $ 5,741 | $ 5,741 |
Investment Securities, Fair Value | 87,608 | 87,608 |
Investment Securities, Total Unrealized Gain | 81,867 | 81,867 |
Investment Securities, net Unrealized Gain or (Loss) realized | 0 | 0 |
Series M Preferred Stock [Member] | ||
Investment Securities, Basis | 13,124 | 13,124 |
Investment Securities, Fair Value | 134,971 | 134,971 |
Investment Securities, Total Unrealized Gain | 121,847 | 121,847 |
Investment Securities, net Unrealized Gain or (Loss) realized | $ 1 | $ 1 |
STOCK TRANSACTIONS (Details Nar
STOCK TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||||||
Dec. 05, 2022 | Nov. 11, 2022 | Aug. 04, 2022 | Jul. 15, 2022 | Jun. 08, 2022 | Apr. 08, 2022 | Apr. 05, 2022 | Dec. 10, 2021 | Nov. 04, 2021 | Oct. 02, 2021 | Oct. 25, 2022 | Jul. 20, 2022 | May 16, 2022 | Mar. 28, 2022 | Nov. 24, 2021 | Oct. 29, 2021 | |
Series A Preferred Stock [Member] | ||||||||||||||||
Number of shares issued | 1,112 | 6,667 | ||||||||||||||
Series A Preferred Stock [Member] | Convertible Debt [Member] | ||||||||||||||||
Shares issued in satisfaction of convertible identedness | 105,126 | 950 | 3,914 | |||||||||||||
Convertible shares issued, value | $ 761,500 | |||||||||||||||
Accrued Interest | $ 380,262 | $ 10,625 | $ 23,369 | |||||||||||||
Value of shares issued in satisdaction of convertible debt | $ 25,000 | $ 50,000 | ||||||||||||||
Common Stock [Member] | Convertible Debt [Member] | ||||||||||||||||
Shares issued in satisfaction of convertible identedness | 11,279 | 4,667 | 33,333 | 66,667 | 66,666 | 26,667 | 5,751 | 67,812 | 36,343 | 66,667 | 10,667 | 51,570 | 17,165 | |||
Convertible shares issued, value | $ 25,639 | |||||||||||||||
Accrued Interest | $ 32,950 | $ 1,500 | $ 1,701 | $ 69,012 | $ 154,991 | $ 39,708 | $ 36,967 | $ 54,000 | ||||||||
Value of shares issued in satisdaction of convertible debt | $ 132,650 | $ 334,800 | $ 550,161 | $ 218,617 | $ 50,000 | $ 425,000 | $ 180,552 | $ 334,800 | $ 48,420 | $ 95,964 | $ 140,000 |
INVESTMENT SECURITIES (Details
INVESTMENT SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Common Stock [Member] | Zander Therapeutics | |||
Sale of Stock, Number of Shares Issued in Transaction | 18,300 | ||
Proceeds from Issuance or Sale of Equity | $ 25,000 | ||
Unrelated Party [Member] | |||
Sale of Stock, Number of Shares Issued in Transaction | 18,000 | 13,700 | |
Proceeds from Issuance or Sale of Equity | $ 195,000 | $ 300,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | Sep. 30, 2022 USD ($) |
Deferred tax assets: | |
Net operating tax carry forwards | $ 4,390,127 |
Other | 0 |
Gross deferred tax assets | 4,390,127 |
Valuation allowance | (4,390,127) |
Net deferred tax assets | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Sep. 30, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred Tax Asset | $ 4,390,127 |
Net operating loss carry forwards | $ 20,905,369 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Series A Preferred Stock [Member] - shares | 1 Months Ended | |
Dec. 05, 2022 | Oct. 25, 2022 | |
Subsequent Event [Line Items] | ||
Number of shares issued for services | 1,112 | 6,667 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued for services | 6,667 |