Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | NuLife Sciences, Inc. | |
Entity Central Index Key | 1,592,603 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,914,647 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
CURRENT ASSETS: | ||
Cash | $ 12 | $ 44,123 |
Prepaid expenses | 0 | 5,000 |
Advances receivable | 0 | 1,090 |
Total Current Assets | 12 | 50,213 |
Security deposit | 4,871 | 4,871 |
TOTAL ASSETS | 4,883 | 55,084 |
CURRENT LIABILITIES: | ||
Accrued expenses | 417,833 | 633,689 |
Due to related parties | 226,110 | 84,500 |
Accrued interest | 45,392 | 36,508 |
Notes payable | 205,910 | 99,500 |
Convertible note, current portion, net | 102,110 | 58,432 |
TOTAL CURRENT LIABILITIES | 997,355 | 912,629 |
Convertible notes, net | 21,478 | 23,027 |
Derivative liability | 65,441 | 231,733 |
TOTAL LONG TERM LIABILITIES | 86,919 | 254,760 |
TOTAL LIABILITIES | 1,084,274 | 1,167,389 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock | 40,658 | 37,797 |
Additional paid in capital | 6,373,533 | 5,445,385 |
Accumulated deficit | 7,493,725 | (6,605,605) |
TOTAL STOCKHOLDERS DEFICIT | (1,079,391) | (1,112,305) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 4,883 | 55,084 |
Series A Preferred Stock | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock | 143 | 118 |
Series B Preferred Stock | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock | $ 0 | $ 10,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
Common Stock; Par Value | $ 0.001 | $ 0.001 |
Common Stock; Shares Authorized | 475,000,000 | 475,000,000 |
Common Stock; Shares Issued | 40,658,237 | 37,797,238 |
Common Stock; Shares Outstanding | 40,658,237 | 37,797,238 |
Series A Preferred Stock | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 15,000,000 | 15,000,000 |
Preferred stock; Shares Issued | 142,500 | 117,500 |
Preferred stock; Shares Outstanding | 142,500 | 117,500 |
Series B Preferred Stock | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock; Shares Issued | 0 | 10,000,000 |
Preferred stock; Shares Outstanding | 0 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Gross Profit | 0 | 0 | 0 | 0 |
Operating expense: | ||||
General and administrative expenses | (53,330) | (2,773,165) | (822,105) | (2,872,021) |
Related party compensation | (90,500) | (57,638) | (133,494) | (361,042) |
Total operating expense | (143,830) | (2,830,803) | (955,599) | (3,233,063) |
Income (loss) from operations | (143,830) | (2,830,803) | (955,599) | (3,233,063) |
Interest expense | (36,103) | (83,115) | (237,357) | (119,594) |
Interest income | 0 | 161 | 0 | 665 |
Forgiveness of accounts payable | 188,000 | 0 | 261,644 | 0 |
Loss on settlement of debt | (55,147) | 0 | (55,147) | 0 |
Gain on change in fair value of derivative and derivative expense | 37,118 | 17,643 | 98,339 | 3,324 |
Income (loss) before provision for income tax | (9,962) | (2,896,114) | (888,120) | (3,348,668) |
Provision for income taxes | 0 | 0 | ||
Net Loss | $ (9,962) | $ (2,896,114) | $ (888,120) | $ (3,348,668) |
Basic and diluted Loss per share | $ 0 | $ (0.09) | $ (0.02) | $ (0.11) |
Weighted average common shares outstanding – basic and diluted | 40,536,870 | 31,085,800 | 39,979,594 | 31,085,800 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (888,120) | $ (3,348,668) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest expense - amortization of debt discount | 197,296 | 92,550 |
(Gain) loss on change in fair value of derivative and derivative expense | (87,063) | (3,324) |
Derivative liability written off due to conversion of debt | (11,276) | 0 |
Stock-based compensation expense | 640,000 | 2,700,654 |
Forgiveness of accounts payable | (261,644) | 0 |
Loss on settlement of debt | 55,147 | 0 |
Bad debt | 0 | 25,904 |
Note receivable | 0 | (663) |
Prepaid expenses | 5,000 | 0 |
Accounts payable and accrued expenses | 103,288 | 55,305 |
Due to related party | 142,700 | (7,867) |
Accrued interest payable | 11,651 | 27,045 |
Net Cash Used in Operating Activities | (93,021) | (459,064) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Loan proceeds | 106,410 | 685,000 |
Proceeds from the issuance of convertible notes | 20,500 | 0 |
Payment of convertible notes | (78,000) | 0 |
Net Cash Provided by Financing Activities | 48,910 | 685,000 |
CHANGE IN CASH | (44,111) | 225,936 |
CASH AT BEGINNING OF PERIOD | 44,123 | 1,086 |
CASH AT END OF PERIOD | 12 | 227,022 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for Interest | 0 | 0 |
Cash paid for Income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued for convertible debt and interest | 87,767 | 0 |
Derivative liability written off due to payment of debt | 67,953 | 0 |
Derivative liability written off due to conversion of debt | 11,276 | 0 |
Intrinsic value of beneficial conversion feature | $ 53,522 | $ 0 |
NOTE 1 - ORGANIZATION
NOTE 1 - ORGANIZATION | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
NOTE 1 - ORGANIZATION | NOTE 1 - ORGANIZATION NuLife Sciences Inc., formerly SmooFi, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 15, 2013. The Company issued 7,250,000 shares of its common stock to our founder, Derek Cahill, as consideration for the purchase of a business plan along with a website. On April 21, 2015, the Board of Directors of the Company approved a three-for-one forward stock split of the Company's common stock (the “Forward Split”). Accordingly, shareholders owning shares of the Company's common stock received two additional shares of the Company for each share they owned, and Mr. Cahill’s 7,250,000 shares became 21,750,000 shares. Prior to the Forward Split the Company had 10,128,600 shares issued and outstanding and following the Forward Split. At March 31,2018 the Company had 40,504,391 shares issued and outstanding. During our fiscal year ended September 30, 2017, the Company formed three subsidiaries in the state of Nevada: NuLife BioMed, Inc. (“NuLife BioMed”), NuLife Technologies, Inc. (”NuLife Technologies”) and NuLife Medical Inc., (“NuLife Medical”), and one in the state of Wyoming: , NuLife Oncology LLC, a Wyoming Limited Liability Company (“NuLife Oncology”), the Managing Member of which is NuLife Technologies. NuLife BioMed was the only active subsidiary during the period ended March 31, 2018. All due Diligence and research activities as to other applications of the NuLife Process, and other opportunities which could be acquired, developed and operated through NuLife Medical and NuLife Technologies, including the Company’s updating to resolve the security issues and reposting of our Website, have been paid by NuLife Sciences Inc. On January 29, 2017, the Company announced the completion of an Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex LLC, a Texas Limited Liability Company (“GandTex”). GandTex is a biomedical company focused on advancing human organ transplant technology and medical research. The assets being transferred pursuant to the Asset Purchase consisted of certain proprietary patents for eliminating the need for an organ or tissue match, and the necessity for anti-rejection drugs, as well as management of, and historical data for, animal trials (“Animal Trials”) conducted by GandTex(collectively, the “GandTex Assets”). Pursuant to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding for the Trials in the aggregate amount of $300,000. In exchange for the GandTex Assets, the Company issued to GandTex 10,000,000 shares of its Series B Convertible Preferred Stock. GandTex is owned and controlled by a single individual Managing Member who beneficially owns 70% of GandTex The Asset Purchase was amended by an Addendum to the Asset Purchase Agreement effective July 11, 2017, and subsequently restructured so as to perfect ownership of the GandTex Assets by way of the GandTex Restructuring Agreements effective July 27, 2017 between GandTex and Duplitrans Inc. (“Duplitrans”), and as to certain of the agreements, the Company. In late October 2017, the Company terminated the Asset Purchase and the GandTex Restructuring Agreements on October 24, 2017 in an unwinding of the Asset Purchase by way of a Settlement an Release Agreement dated October 24, 2017, involving the full return of the 10,000,000 shares of the Company’s Series B Convertible Preferred Stock in exchange for a full release of any and all claims that Duplitrans or GandTex may have had against the Company, and the transfer of the patents contained within the GandTex Assets to GandTex, and the Exclusive License to Duplitrans, and we entered into a Memorandum of Understanding with NuGenesis, a new entity being formed by certain shareholders of Duplitrans, with the intent to continue the development of the Wound Care technique in concert with NuGenesis. On December 29, 2017, the Company issued 2,000,000 common shares which 1,960,000 common shares were issued to Duplitrans and 40,000 common shares were issued to the legal counsel of Duplitrans in regards to the agreement with GandTex. On the date of the settlement, October 24, 2017, the shares had a fair market value of $640,000. Accordingly, the Company recorded $640,000 of stock-based compensation during the three months ended December 31, 2017. Refer to NOTE 4 – Asset Purchase Agreement. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company's financial statements are prepared using the accrual method of accounting. The Company elected a September 30 fiscal year-end. These financial statements present the consolidated financial statements of NuLife Sciences, Inc. and its two wholly owned subsidiaries, NuLife Biomed, NuLife Technologies, an NuLife Medical, along with NuLife Oncology, of which NuLife Technologies is the Managing Member, as of the Company’s March 31, 2018. NuLife Technologies, Inc., NuLife Medical and NuLife Oncology were all inactive at March 31, 2018 and remain inactive as of the date of this report. All due diligence and research activities as to other applications of the NuLife Process, and other opportunities which could be acquired, developed and operated through NuLife Medical and NuLife Technologies, including the Company’s updating to resolve the security issues and reposting of our Website, have been paid by NuLife Sciences Inc. The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2017 included in our Annual Report on Form 10-K. The results of the three and six-month period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending September 30, 2018. Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company does not have any cash equivalent as of March 31, 2018 and September 30, 2017. Stock-based Compensation The Company follows ASC 718-10, Stock Compensation Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. Management makes estimates that affect certain accounts including, deferred income tax, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the year in which such adjustments are determined. Loss per Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share are the same as basic earnings loss per share due to the lack of dilutive items in the Company. Fair Value Measurements and Disclosures Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2018 and September 30, 2017. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Convertible notes (net of discount) – March 31, 2018 $ — $ — $ 123,588 Convertible notes (net of discount) – September 30, 2017 $ — $ — $ 81,459 Derivative liability – March 31, 2018 $ — $ — $ 65,441 Derivative liability – September 30, 2017 $ — $ — $ 231,733 The following table provides a summary of the changes in fair value of the Company’s Convertible Promissory Notes, which are both Level 3 liabilities as of March 31, 2018: Balance at September 30, 2017 $ 81,459 Issuance of notes 20,500 Accretion of debt discount 100,122 Debt discount on convertible notes due to beneficial conversion feature (12,667 ) Accretion of debt discount due to beneficial conversion feature 97,174 Payment of convertible debt (78,000 ) Conversion of principal into shares of common stock (85,000 ) Balance March 31, 2018 $ 123,588 The Company determined the value of its convertible notes using a market interest rate and the value of the derivative liability issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the end of March 31, 2018 and September 30, 2017. The Company determined the value of warrants issued to a consultant using the Black-Scholes Model. There is no active market for the warrants and the value was based on the warrant terms in addition to other facts and circumstances at the end of the Company’s period ended March 31, 2018 and its fiscal year ended September 30, 2017. Derivative Financial Instruments The Company evaluates our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the convertible notes are due on demand. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below. Income Taxes Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or State income taxes. Advertising Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting periods presented. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. Research and Development Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter “product”) or a new process or technique (hereinafter “process”) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per ASC 730, the Company expenses research and development cost as incurred. Recently Issued Accounting Pronouncement In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves accounting for the lessor largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this new standard. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2017-11 (“ASU 2017-11”) which changes the accounting for equity instruments that include a down round feature. For public entities, this update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company does not anticipate the adoption of this amendment will have an impact on the consolidated financial statements and related disclosures as the Company does not have any related equity instruments. The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended March 31, 2018, the Company had a net loss of $888,120. As of March 31, 2018, the Company had a working capital deficit of $989,597 and an accumulated deficit of $7,493,725. The Company does not have a source of revenue and does not anticipate having one in the near future. Without additional capital, the Company will not be able to remain in business within the next twelve months. These factors raise a substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. Substantial doubt has not been alleviated from management’s plan at this time. |
NOTE 4 - ASSET PURCHASE AGREEME
NOTE 4 - ASSET PURCHASE AGREEMENT | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
NOTE 4 - ASSET PURCHASE AGREEMENT | NOTE 4 - ASSET PURCHASE AGREEMENT Following the Closing of the Asset Purchase, in March 2017, we learned that Mr. James Gandy did not have proper authority to transfer the Exclusive License rights from Duplitrans to GandTex, after which we proposed a restructuring of the transaction, which was approved by the Duplitrans shareholders, so that we ended up with exclusive use and ownership of the intellectual property that was in dispute, but at the same time the Duplitrans shareholders were compensated for the license termination by way of an amendment to the conversion terms of the Series B Preferred Stock and a Royalty Agreement in favor of Duplitrans (the “GandTex Restructuring”). Following our initial stage of the resumption of the Animal Trials conducted earlier in Ecuador by Duplitrans and GandTex, and the GandTex Restructuring, we learned that certain critical information concerning the organ transplantation process, thought to be contained in the GandTex Assets, was not contained in any of the Patents or License comprising the GandTex Assets, and was withheld by the inventor, Mr. Gandy during his review of our Protocol for the transplantation procedures (the “Omitted Transplantation Information”). In October 2017, as described in our Form 8-K filed October 21, 2017 following the discovery of the Omitted Transplantation Information, we entered into a settlement agreements with Duplitrans and GandTex pursuant to which we reversed the Asset Acquisition and the GandTex Restructuring Agreements in their entirety, and GandTex and Duplitrans agreed to the full return of the 10,000,000 shares of our Series B Preferred Stock, the cancellation of the Royalty Agreement with Duplitrans/GandTex, and a full release by GandTex and Duplitrans from any and all claims that they may have believed they had against us (the “Release”). In consideration for the termination of the Asset Purchase Agreement and the GandTex Restructuring Agreements, the Release and the return of our Series B Preferred Stock, we issued 2,000,000 shares of our common Stock to Duplitrans and to Duplitrans legal counsel. In conjunction with Mr. Gandy’s final disclosure of the Omitted Transplantation Information, but prior to the Release and unwinding of the Asset Purchase, we entered into a Memorandum of Understanding (the “MOU”) with NuGenesis, an entity in formation organized by certain of the Duplitrans shareholders (“NuGenesis”), which we believed could enable us to continue to pursue the Animal Studies and a secondary application of the NuLife Process – known as the “Wound Care Technique”. To date, the proposed Wound Care activities (the “Wound Care Technique”) are still in the investigation stage, without significant expenditures by the Company due to our efforts to maintain adequate funding for our corporate operations. The commercial relationship between the NuGenesis and Duplitrans has not yet been established in an adequate definitive joint venture agreement, but only through the MOU during this exploratory stage of the business. Neither the Company or NuGenesis currently have the necessary funding to resume the development of the Wound Care Technique, and the reduction of the MOU to a definitive agreement is contingent upon either the Company or NuGenesis obtaining the funding necessary to carry the proposed development through to completion. |
NOTE_5 - CONSULTING AGREEMENTS
NOTE 5 - CONSULTING AGREEMENTS | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
NOTE 5 - CONSULTING AGREEMENTS | NOTE 5 - CONSULTING AGREEMENTS On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company will pay the consultant a monthly fee of $8,500 on the first day of each month with the payment deferred until the Company closes financing in the amount of $3 million or greater. Additionally, the Company was required to issue the consultant 200,000 shares of common stock on October 1, 2015. The agreement was terminated on October 16, 2016. During the three and six months ended March 31, 2018 and 2017, the Company recorded compensation expense in the amount of $-0-and $-0- and $-0- and $2,133 related to this agreement. On February 28, 2017, but effective January 5, 2017, the Company entered into an Advisory Agreement with Global Business Strategies Inc. (“Global“), a company controlled Mr. Luke (the “Global Agreement”). Pursuant to the Global Agreement the Company retained Global to provide management advice, corporate development strategies, to , and to make Mr. Luke available to serve as a Director or a member of the Company’s management (the “Services” as defined in the Global Agreement). In consideration for the Services the Company agreed to pay Global $8,500 per month, which included any and all fees for Mr. Luke continuing to serve as the Company’s President and fees to others working for Global and allowed for reimbursement of expenses up to $500 per month without prior written approval. The Company also agreed to pay Global an additional $1,500 per month if Mr. Luke was appointed to serve as a Director also incorporated you of the Company and agreed to issue to Global the Global Agreement On June 10, 2017, the Company entered into a Master Service Agreement with an investment consultant to provide services to the Company for a period of six months. The agreement calls for a budget of $215,000 with an initial payment of $150,000. Additionally, the agreement called for the issuance of 250,000 cashless warrants exercisable for three years at a price of 110% of the closing price on June 10, 2017. The Company paid $65,000 of the initial payment on August 14, 2017. On January 30, 2018, the Master Service Agreement was terminated and the Company received a refund of $38,000 in cash. Additionally, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total of $150,000 previously included in accounts payable was written off. The transactions resulted in a $188,000 gain on settlement during the six months ended March 31, 2018. |
NOTE 6 - NOTES PAYABLE
NOTE 6 - NOTES PAYABLE | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTE 6 - NOTES PAYABLE | NOTE 6 - NOTES PAYABLE As of March 31, 2018, the Company had a note payable issued and outstanding to a third-party lender with a total principle of $25,000 and accrued interest of $16,652. The note was due on June 30, 2015, has an interest rate of 12%. This note is in default and remains unpaid at March 31, 2018. The Company has been able in the past to arrange equity or debt financing sufficient to pay off its notes, not in dispute, but there cannot be any assurance that the Company will be able to continue to attract such financing in the future. As of March 31, 2018, the Company had three notes issued and outstanding payable, to East West Secured Developments, LLC, an Arizona Limited Liability Company (“EWSD” with a total principle of $74,500 and accrued interest of $16,203. The three notes, in the amount of $47,000, $15,000 and $12,500, were issued on January 14, 2016. February 10, 2016 and February 29, 2016, respectively. The three notes were due on the later of one week after the closing of the assignment by EWSD of a property located in Colorado commonly referred to as the "Stroud Property", or July 31, 2016, and have an interest rate of 10%. ). The Managing Member of EWSD is Mr. Brian Loiselle, who was appointed as a member of the Company's Board of Directors in consideration for Mr. Loiselle effecting the assignment by EWSD of the Stroud Property, and his appointment was subject to the Company amending its By-laws to increase its present Board from one (1) to five (5) in order for Mr. Loiselle to legally hold a seat on the Company's Board. The acquisition of the Stroud Property never closed, and the Company's By-laws were not amended until mid-2016. On June 30, 2016, the Company entered into Amendment #1 (the “EWSD Amendment”) to these three notes to extend the Due Date to October 31, 2016 or one week after the closing of the Stroud Property: the assignment by EWSD of the Stroud Property to the Company never occurred, and Mr. Loiselle was never legally a member of the Company's Board of Directors. Therefore, the three notes have been reclassified to non-related party debt, and the Company has taken the position, pursuant to the language of the EWSD Notes and the Amendment, that there is no legal date for repayment, however, it intends to leave the subject notes on its Financial Statements until a mutual settlement agreement can be reached between Mr. Loiselle and the Company. On December 28, 2017, the Company entered into a note payable in the aggregate principal amount of $106,410. The Note matures on March 31, 2018, and bears interest at the rate of 12% per annum. As of March 31, 2018, the note balance and accrued interest is $106,410 and $3,254, respectively. This note remains unpaid at March 31, 2018 and is in default. |
NOTE 7 - CONVERTIBLE NOTES
NOTE 7 - CONVERTIBLE NOTES | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
NOTE 7 - CONVERTIBLE NOTES | NOTE 7 - CONVERTIBLE NOTES Convertible notes consist of the following: March 31, 2018 September 30, Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019. $ 5,000 $ 80,000 Convertible note payable, annual interest rate of 12%, convertible into common stock at a variable rate per share and due June 2018 — 78,000 Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due November 2017 65,000 65,000 Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due August 2020 50,000 50,000 Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and due September 2018 73,000 82,500 Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and due October 13, 2020 20,000 — Unamortized debt discount (35,890 ) (91,480 ) Unamortized debt discount due to beneficial conversion feature (53,522 ) (-) 123,588 81,459 Less current portion 102,110 58,432 Convertible debt, net of current portion and debt discount $ 21,478 $ 23,027 During the year ended September 30, 2017, the Company entered into certain Note Purchase Agreements (collectively the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, in the aggregate principal amount of $685,000. The Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at a conversion price of Eleven cents ($0.11) per share. Due to the beneficial conversion feature of these notes, the Company recorded $635,545 of debt discount as a contra liability and amortized $576,838 of the discount during the year ended September 30, 2017. During July 2017, certain note holders converted their respective principal and accrued interest into 5,720,066 shares of the Company’s common stock. During October 2017, all but four (4) note holders converted their respective principal and accrued interest into 707,153 shares of the Company’s common stock. As of March 31, 2018, the note balances and accrued interest are $5,000 and $517, respectively. On June 26, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $78,000. The Power Up Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days, the Note may not be prepaid. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. This note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 10-day period ending on the latest complete Trading Day prior to the Conversion Date. Due to the beneficial conversion feature of this note, the Company recorded $78,000 of debt discount as a contra liability and amortized $57,707 of the discount during the three months ended December 31, 2017. During six months ended March 31, 2018, this note along with accrued interest and a prepayment charges were paid in full. On August 14, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Kingdom Note”) in the aggregate principal amount of $65,000. The Note matures on November 14, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $65,000 of debt discount as a contra liability and amortized $65,000 of the discount during the six months ended March 31, 2018. As of March 31, 2018, the note balance and accrued interest is $65,000 and $3,317, respectively. This note is in default and remains unpaid at March 31, 2018. On August 23, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Hayden Note”) in the aggregate principal amount of $50,000. The Note matures on August 23, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $50,000 of debt discount as a contra liability and amortized $10,037 of the discount during the six months ended March 31, 2018. As of March 31, 2018, the note balance and accrued interest is $50,000 and $2,448, respectively. This note remains unpaid at March 31, 2018. On September 12, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “First Fire Note”) in the aggregate principal amount of $82,500. The Note matures on September 12, 2018 (the “Maturity Date”), and bears interest at the rate of 5% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 21-day period ending on the latest complete Trading Day prior to the Conversion Date. On March 12, 2018, the Company issued 153,846 shares of common stock in conversion of $9,500 principal and $500 of added fees. As of March 31, 2018, the note balance and accrued interest is $73,000 and $2,260. This note remains unpaid at March 31, 2018. On October 13, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Escala Note”) in the aggregate principal amount of $20,000. The Note matures on October 13, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.30 per share. Due to the beneficial conversion feature of this note, the Company recorded $12,667 of debt discount as a contra liability and amortized $1,953 of the discount during the six months ended March 31, 2018. As of March 31, 2018, the note balance and accrued interest is $20,000 and $741, respectively. This note remains unpaid at March 31, 2018. |
NOTE 8 - DERIVATIVE LIABILITY
NOTE 8 - DERIVATIVE LIABILITY | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
NOTE 8 - DERIVATIVE LIABILITY | NOTE 8 - DERIVATIVE LIABILITY During June 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $78,000. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 12% per annum and matures on June 30, 2018. The note was paid in full during the six months ended March 31, 2018. During September 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $82,500. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 5% per annum and matures on September 12, 2018. As of March 31, 2018, the note balance and accrued interest is $73,000 and 2.260. This note remains unpaid at March 31, 2018. Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. The initial fair value of the embedded debt derivative of $238,785 was allocated as a debt discount in the amount of $147,500 and excess $91,285 was charged to interest expenses, loss on derivative. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions: September 12, 2017 June 26, 2017 (1) dividend yield of 0%; 0%; (2) expected volatility of 265%; 250%, (3) risk-free interest rate of 1.27%; 1.20% - 1.24%, (4) expected life of 1 year 1 year (5) fair value of the Company’s common stock of $0.54 per share. $0.67 per share. During the three and six months ended March 31, 2018 and 2017, the Company recorded the gain (loss) in fair value of derivative and derivative expense in the amount of $37,118 and $17,643 and $98,339 and $3,324, respectively. For the three and six months ended March 31, 2018 and 2017, $20,975 and $12,818 and $100,123 and $25,921, were expensed in the statement of operation as amortization of debt discount related to above notes and shown as interest expenses, respectively. The following table represents the Company’s derivative liability activity for the period ended: Balance at September 30, 2017 $ 231,733 Change in fair value of derivative at period end (87,063 ) Derivative liability written off due to conversion of related debt (11,276 ) Derivative liability written off due to payment of related debt (67,953 ) Balance at March 31, 2018 $ 65,441 |
NOTE 9 - SHARE CAPITAL
NOTE 9 - SHARE CAPITAL | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
NOTE 9 - SHARE CAPITAL | NOTE 9 - SHARE CAPITAL The Company is authorized to issue 475,000,000 shares of $.001 par value common stock and 25,000,000 shares of$.001 par value preferred stock. As of March 31, 2018, the Company had 40,658,237 shares of its common stock issued and outstanding, with 142,500 shares of its Series A Convertible Preferred Stock issued and outstanding and -0- shares of its Series B Convertible Preferred Stock issued and outstanding. On December 29, 2017, the Company issued 2,000,000 to Duplitrans and the legal counsel of Duplitrans in regards to the agreement with GandTex. On the date of the settlement, October 24, 2017, the shares had a fair market value of $640,000. Accordingly, the Company recorded $640,000 of stock-based compensation during the six months ended March 31, 2018. In consideration for the 2,000,000 shares of common stock all of the Company’s 10,000,000 Series B Convertible Preferred Stock, previously issued to GandTex, were cancelled during the six months ended March 31, 2018. During the six months ended March 31, 2018, the Company issued 860,999 shares of common stock in payment of $87,767 of convertible debt. During the six months ended March 31, 2018, the Company issued 25,000 shares of Preferred A stock in payment of $57,500 of accounts payable. The shares had a value of $112,647, accordingly the Company recorded a $55,147 loss on settlement of accounts payable. Description of Preferred Stock: Series A Preferred Stock • As authorized in the Company’s Amended and Restated Articles of Incorporation, the Company has 2,000,000 shares of Series A Preferred Stock (“Series A Stock”) authorized with the following characteristics: o Holders of the Series A Stock shall be entitled to receive dividends or other distributions with the holders of the Common Stock on an “as converted” basis when, as, and if declared by the Directors of the Corporation. o Holders of shares of Series A Stock, upon Board of Directors approval, may convert at any time following the issuance upon sixty-one (61) day written notice to the Corporation. Each share of Series A Preferred Stock shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities, including securities convertible into or exchangeable for Common Stock, whether or not then convertible or exchangeable (b) subscriptions, rights, options and warrants to purchase shares of Common Stock, whether or not then exercisable, but entitled to vote on matters submitted to the Shareholders (collectively, “Derivative Securities”), issued by the Corporation and outstanding as of the Date of Conversion, by .000001, then multiplying that number of shares of Series A Stock to be converted. o In case of any consolidation, merger of the Corporation, or a change of control of he Company’s Board of Directors the holders are entitle, without any further action required or permission by the Board, to exercise their conversions rights. In the case of any consolidation, merger of the Corporation, Board of Directors shall mail to each holder of Series A Stock at least thirty (30) days prior to the consummation of such event, a notice thereof and each such holder shall have the option to either (i) convert such holder’s shares of Series A Stock into shares of Common Stock pursuant to this paragraph and thereafter receive the number of shares of Common Stock or other securities or property, or cash, as the case may be, to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Stock would have been entitled upon conversion immediately preceding such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 8.1(a) hereof; provided however that the Series A Stock shall not be subject to or affected as to the number of Conversion Shares or the redemption or liquidation price by reason of any reverse stock split affected prior or as a result of any reorganization. o o The holders of each share of Series A Stock shall have that number of votes as determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders, by .000001, then multiplying that number of shares of Series A Stock to be converted. o The Corporation shall have the option to redeem all of the outstanding shares of Series A Stock at any time on an “all or nothing” basis, unless otherwise mutually agreed in writing between the Corporation and the holders of shares of Series A Stock holding at least 51% of such Series A Stock, beginning ten (10) business days following notice by the Corporation, at a redemption price the higher of (a)Five Dollar ($5.00) per share, or (b) Fifty percent (50%) of the trailing average highest closing Bid price of the Corporation’s Common Stock as published at www.OTCMarkets.com or the Corporation’s primary listing exchange on the date of Notice of redemption, unless otherwise modified by mutual written consent between the Corporation and the Holders of the Series A Stock (the "Conversion Price"). Redemption payments shall only be made in cash within sixty (60) days of notice by the Corporation to redeem. o The shares of Series A Stock acquired by the Corporation by reason of conversion or otherwise can be reissued, but only as an amended class, not as shares of Series A Stock. Series B Preferred Stock o In conjunction with the unwinding of the Asset Acquisition with GandTex, the Company cancelled all 10,000,000 shares of its Series B Preferred Stoc (“Series B Stock”). Pursuant to the terms of the Series B Stock, the shares of Series B Stock acquired by the Corporation by reason of conversion or otherwise, can be reissued but only as an amended class, not as shares of Series B Stock. Therefore, the Company returned the Series B Stock to its authorized but unissued Preferred Stock and no longer has a class of Series B Convertible Preferred Stock. Stock Options On November 15, 2016, the Board approved the grant of 1,500,000 common stock purchase options to Fred Luke, the Company’s President, at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on the date of execution of the Option Agreement which was Fourteen cents ($0.14) per share and subject to certain adjustments on November 15, 2016. The options vested immediately. On January 31, 2017, the Board approved the grant of 120,000 common stock purchase options Dr. Youxue Wang, the Director of Research for NuLife BioMed. The option vested immediately. The exercise price of the options was calculated at January 31, 2017 at One Hundred Ten percent (110%) of the 10-day trailing average closing Bid price of such shares, which was Seventy cents ($0.70) per share. On May 15, 2017, the Board approved the grant of 1,500,000 common stock purchase options to John Hollister, the Company’s former CEO, at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on a certain date of agreement which was Fourteen cents ($0.12) per share and subject to certain adjustments on October 17, 2016. The options vested based on certain goals and as such 500,000 common stock options were earned prior to Mr. Hollister’s employment ending with the Company, the remaining 1,000,000 common stock options expired due to his resignation. Stock option transactions for the six months ended March 31, 2018 are summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Term Aggregate Intrinsic Value Outstanding, September 30, 2017 3,120,000 $ 0.17 2.26 $ 355,200 Granted - - - $ - Exercised - - Expired (1,000,000) 0.12 2.08 $ 120,000 Outstanding, March 31, 2018 2,120,000 $ 0.17 1.76 $ 355,200 Exercisable, March 31, 2018 2,120,000 $ 0.17 1.76 $ 355,200 The initial fair value of the options was $308,909 charged to operating expense during the year ended September 30, 2017. The fair value of the option was determined using the Black-Scholes Model with the following assumptions: (1) dividend yield of 0% (2) expected volatility of 236%,313%,223% (3) risk-free interest rate of 1.28%,1.46%,.98% (4) expected life of 3 years, and (5) fair value of the Company’s common stock of $0.13, $0.60, $0.11 per share. Warrants On June 10, 2016, the Board approved the grant of 250,000 common stock purchase warrants to a consultant at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on the date of execution of the warrant which was $0.66 per share. The warrants vested immediately. Warrant transactions for the six months ended March 31, 2018 are summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Term Aggregate Intrinsic Value Outstanding, September 30, 2017 250,000 $ 0.66 2.70 Granted - - - Exercised - - Expired (250,000) $ 0.66 2.44 Outstanding, March 31, 2018 - - - Exercisable, March 31, 2018 - - - The initial fair value of the options was $144,800 charged to operating expense during the year ended September 30, 2017. The fair value of the option was determined using the Black-Scholes Model with the following assumptions: (1) dividend yield of 0% (2) expected volatility of 249 % (3) risk-free interest rate of 1.5 % (4) expected life of 3 years, and (5) fair value of the Company’s common stock of $0.60 per share. The Company recorded $0- and $-0- and $-0- and $186,904 of stock compensation expense in the statements of operations for the three and six months ended March 31, 2018 and 2017, respectively, related to non-vested share-based compensation arrangements granted under existing stock option plans. As of March 31, 2018, there was $0 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under existing stock option plans. |
NOTE 10_- CONTINGENCY
NOTE 10 - CONTINGENCY | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10 - CONTINGENCY | NOTE 10 - CONTINGENCY As of March 31, 2018, as described in Note 6, the Company has accrued $53,200 in accrued expenses, note payable of $74,500 and accrued interest of $16,203 due EWSD. At September 30, 2017 the Company owed EWSD the aggregated amount of $138,311, which is past due and has been in default since October 31, 2016. On top of the amount accrued by the Company, Mr. Loiselle had demanded for a penalty fee of $101,235, which is approximately 18% monthly default rate on the amount past due. We believe the penalty fee imposed is invalid and are currently in dispute with Mr. Loiselle. See NOTE 6. above. |
NOTE 11 - FORGIVENESS OF ACCOUN
NOTE 11 - FORGIVENESS OF ACCOUNTS PAYABLE | 6 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
NOTE 11 - FORGIVENESS OF ACCOUNTS PAYABLE | NOTE 11 - FORGIVENESS OF ACCOUNTS PAYABLE On November 15, 2017, a service vendor with a balance due of $73,644 agreed to cancel the debt owed by The Company. Accordingly, the Company recorded $73,644 of forgiveness of debt during the three and six months ended March 31, 2018. On January 30, 2018, the Master Service Agreement mentioned in Note 5 was terminated and the Company received a refund of $38,000 in cash. Additionally, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total of $150,000 previously included in accounts payable was written off. The transactions resulted in a $188,000 gain on settlement during the six months ended March 31, 2018. On March 23, 2018, the Company issued 25,000 shares of Series A Preferred shares to a vendor in exchange for the payment of $57,500 of accounts payable. The shares had fair value of $112,647. Accordingly, the Company recorded $55,147 of loss on settlement during the three and six months ended March 31, 2018. |
NOTE 12_- LEASE AGREEMENT
NOTE 12 - LEASE AGREEMENT | 6 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTE 12 - LEASE AGREEMENT | NOTE 12 - LEASE AGREEMENT During May 2017, the executed a 5-year lease for a laboratory at NOVA Southeastern University at which the Company will be utilizing the NuLife Technique to process organs, as well as conducting bench research to better characterize and assess the impact of the technique. The lease calls for monthly payments of $2,582, which includes the initial base rent of $1,925 along with applicable taxes and shared operating expenses. The lease required a security deposit in the amount of $4,871 and requires a 4% increase in base rent annually. Rent expense for three and six months ended March 31, 2018 and 2017 was $-0- and $-0- and $8,225 and $-0-, respectively. |
NOTE 2 - SUMMARY OF SIGNIFICA18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company does not have any cash equivalent as of March 31, 2018 and September 30, 2017. |
Stock-based Compensation | Stock-based Compensation The Company follows ASC 718-10, Stock Compensation |
Use of Estimates and Assumptions | Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. Management makes estimates that affect certain accounts including, deferred income tax, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the year in which such adjustments are determined. |
Loss per Share | Loss per Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share are the same as basic earnings loss per share due to the lack of dilutive items in the Company. |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2018 and September 30, 2017. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Convertible notes (net of discount) – March 31, 2018 $ — $ — $ 123,588 Convertible notes (net of discount) – September 30, 2017 $ — $ — $ 81,459 Derivative liability – March 31, 2018 $ — $ — $ 65,441 Derivative liability – September 30, 2017 $ — $ — $ 231,733 The following table provides a summary of the changes in fair value of the Company’s Convertible Promissory Notes, which are both Level 3 liabilities as of March 31, 2018: Balance at September 30, 2017 $ 81,459 Issuance of notes 20,500 Accretion of debt discount 100,122 Debt discount on convertible notes due to beneficial conversion feature (12,667 ) Accretion of debt discount due to beneficial conversion feature 97,174 Payment of convertible debt (78,000 ) Conversion of principal into shares of common stock (85,000 ) Balance March 31, 2018 $ 123,588 The Company determined the value of its convertible notes using a market interest rate and the value of the derivative liability issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the end of March 31, 2018 and September 30, 2017. The Company determined the value of warrants issued to a consultant using the Black-Scholes Model. There is no active market for the warrants and the value was based on the warrant terms in addition to other facts and circumstances at the end of the Company’s period ended March 31, 2018 and its fiscal year ended September 30, 2017. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the convertible notes are due on demand. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or State income taxes. |
Advertising | Advertising Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting periods presented. |
Intangible Assets | Intangible Assets Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. |
Research and Development | Research and Development Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter “product”) or a new process or technique (hereinafter “process”) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per ASC 730, the Company expenses research and development cost as incurred. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncement In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves accounting for the lessor largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this new standard. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2017-11 (“ASU 2017-11”) which changes the accounting for equity instruments that include a down round feature. For public entities, this update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company does not anticipate the adoption of this amendment will have an impact on the consolidated financial statements and related disclosures as the Company does not have any related equity instruments. The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA19
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Fair Value Measurements | Fair Value Measurements Using Fair Value Hierarchy Level 1 Level 2 Level 3 Convertible notes (net of discount) – March 31, 2018 $ — $ — $ 123,588 Convertible notes (net of discount) – September 30, 2017 $ — $ — $ 81,459 Derivative liability – March 31, 2018 $ — $ — $ 65,441 Derivative liability – September 30, 2017 $ — $ — $ 231,733 |
Changes in fair value on the Company's Convertible Promissory Notes | Balance at September 30, 2017 $ 81,459 Issuance of notes 20,500 Accretion of debt discount 100,122 Debt discount on convertible notes due to beneficial conversion feature (12,667 ) Accretion of debt discount due to beneficial conversion feature 97,174 Payment of convertible debt (78,000 ) Conversion of principal into shares of common stock (85,000 ) Balance March 31, 2018 $ 123,588 |
NOTE 7 - CONVERTIBLE NOTES (Tab
NOTE 7 - CONVERTIBLE NOTES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Convertible notes | March 31, 2018 September 30, Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019. $ 5,000 $ 80,000 Convertible note payable, annual interest rate of 12%, convertible into common stock at a variable rate per share and due June 2018 — 78,000 Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due November 2017 65,000 65,000 Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due August 2020 50,000 50,000 Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and due September 2018 73,000 82,500 Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and due October 13, 2020 20,000 — Unamortized debt discount (35,890 ) (91,480 ) Unamortized debt discount due to beneficial conversion feature (53,522 ) (-) 123,588 81,459 Less current portion 102,110 58,432 Convertible debt, net of current portion and debt discount $ 21,478 $ 23,027 |
NOTE 8 - DERIVATIVE LIABILITY (
NOTE 8 - DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Assumptions | September 12, 2017 June 26, 2017 (1) dividend yield of 0%; 0%; (2) expected volatility of 265%; 250%, (3) risk-free interest rate of 1.27%; 1.20% - 1.24%, (4) expected life of 1 year 1 year (5) fair value of the Company’s common stock of $0.54 per share. $0.67 per share. |
Derivative liability activity | Balance at September 30, 2017 $ 231,733 Change in fair value of derivative at period end (87,063 ) Derivative liability written off due to conversion of related debt (11,276 ) Derivative liability written off due to payment of related debt (67,953 ) Balance at March 31, 2018 $ 65,441 |
NOTE 9 - SHARE CAPITAL (Tables)
NOTE 9 - SHARE CAPITAL (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stock option transactions | Shares Weighted Average Exercise Price Weighted Average Remaining Term Aggregate Intrinsic Value Outstanding, September 30, 2017 3,120,000 $ 0.17 2.26 $ 355,200 Granted - - - $ - Exercised - - Expired (1,000,000) 0.12 2.08 $ 120,000 Outstanding, March 31, 2018 2,120,000 $ 0.17 1.76 $ 355,200 Exercisable, March 31, 2018 2,120,000 $ 0.17 1.76 $ 355,200 |
Assumptions | (1) dividend yield of 0% (2) expected volatility of 236%,313%,223% (3) risk-free interest rate of 1.28%,1.46%,.98% (4) expected life of 3 years, and (5) fair value of the Company’s common stock of $0.13, $0.60, $0.11 per share. |
NOTE 2 - SUMMARY OF SIGNIFICA23
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements (Details) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Level 1 | ||
Convertible notes (net of discount) | $ 0 | $ 0 |
Derivative liability | 0 | 0 |
Level 2 | ||
Convertible notes (net of discount) | 0 | 0 |
Derivative liability | 0 | 0 |
Level 3 | ||
Convertible notes (net of discount) | 123,588 | 81,459 |
Derivative liability | $ 54,441 | $ 231,733 |
NOTE 2 - SUMMARY OF SIGNIFICA24
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of changes in fair value (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||
Balance at September 30, 2017 | $ 81,459 | ||
Issuance of notes | 20,500 | $ 0 | |
Debt discount on convertible notes | (12,667) | ||
Accretion of debt discount | 100,122 | ||
Debt discount on convertible notes due to beneficial conversion feature | (53,522) | $ 0 | $ 0 |
Accretion of debt discount due to beneficial conversion feature | 97,174 | ||
Payment of convertible debt | (78,000) | ||
Conversion of principal into shares of common stock | (85,000) | ||
Balance March 31, 2016 | $ 123,588 | $ 81,459 |
NOTE 7 - CONVERTIBLE NOTES - Co
NOTE 7 - CONVERTIBLE NOTES - Convertible notes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Unamortized debt discount | $ (35,890) | $ (91,480) | |
Unamortized debt discount due to beneficial conversion feature | (53,522) | $ 0 | 0 |
Less current portion | 102,110 | 58,432 | |
Convertible debt, net of current portion and debt discount | 21,478 | 23,027 | |
Note Payable due December 2019 | |||
Convertible note payable | 5,000 | 80,000 | |
Note Payable due June 2018 | |||
Convertible note payable | 0 | 78,000 | |
Note Payable due November 2017 | |||
Convertible note payable | 65,000 | 65,000 | |
Note Payable due August 2020 | |||
Convertible note payable | 50,000 | 50,000 | |
Note Payable due September 2018 | |||
Convertible note payable | 73,000 | 82,500 | |
Note Payable due October 2020 | |||
Convertible note payable | $ 20,000 | $ 0 |
NOTE 8 - DERIVATIVE LIABILITY -
NOTE 8 - DERIVATIVE LIABILITY - Assumptions (Details) | 6 Months Ended |
Mar. 31, 2018$ / shares | |
Derivatives as of September 12, 2017 | |
(1) dividend yield of | 0.00% |
(2) expected volatility of, minimum | 265.00% |
(3) risk-free interest rate of | 1.27% |
(3) risk-free interest rate of | 1.27% |
(4) expected life of | 1 year |
(5) fair value of the Company’s common stock | $ 0.54 |
Derivatives as of June 26, 2017 | |
(1) dividend yield of | 0.00% |
(2) expected volatility of, minimum | 250.00% |
(3) risk-free interest rate of | 1.20% |
(3) risk-free interest rate of | 1.24% |
(4) expected life of | 1 year |
(5) fair value of the Company’s common stock | $ 0.67 |
NOTE 8 - DERIVATIVE LIABILITY27
NOTE 8 - DERIVATIVE LIABILITY - Derivative liability activity (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative liability written off due to conversion of related debt | $ 11,276 | $ 0 |
Derivative liability written off due to payment of related debt | 67,953 | $ 0 |
Derivative liability | ||
Balance at September 30, 2017 | 231,733 | |
Change infair value of derivative at period end | (87,603) | |
Derivative liability written off due to conversion of related debt | (11,276) | |
Derivative liability written off due to payment of related debt | (67,953) | |
Balance at March 31, 2018 | $ 65,441 |
NOTE 9 - SHARE CAPITAL - Stock
NOTE 9 - SHARE CAPITAL - Stock option transactions (Details) | 6 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Stock options | |
Granted, number of shares | shares | 3,120,000 |
Granted, weighted average exercise price | $ / shares | $ 0.17 |
Granted, weighted average remaining term | 2 years 3 months |
Granted, aggregate intrinsic value | $ | $ 355,200 |
Outstanding, shares | shares | 0 |
Outstanding, weighted average exercise price | $ / shares | $ 0 |
Outstanding, weighted average remaining term | 0 years |
Expired, number of shares | shares | (1,000,000) |
Expired, weighted average exercise price | $ / shares | $ 0.12 |
Expired, weighted average remaining term | 2 years 8 days |
Expired, aggregate intrinsic value | $ | $ 120,000 |
Exercisable, shares | shares | 2,120,000 |
Exercisable, weighted average exercise price | $ / shares | $ 0.17 |
Exercisable, weighted average remaining term | 1 year 9 months |
Exercisable, aggregate intrinsic value | $ | $ 355,200 |
Warrants | |
Granted, number of shares | shares | 250,000 |
Granted, weighted average exercise price | $ / shares | $ 0.66 |
Granted, weighted average remaining term | 2 years 9 months |
Outstanding, shares | shares | 0 |
Outstanding, weighted average exercise price | $ / shares | $ 0 |
Outstanding, weighted average remaining term | 0 years |
Expired, number of shares | shares | 0 |
Expired, weighted average exercise price | $ / shares | $ 0 |
Expired, weighted average remaining term | 2 years 5 months |
Exercisable, shares | shares | 0 |
Exercisable, weighted average exercise price | $ / shares | $ 0 |
NOTE 9 - SHARE CAPITAL - Assump
NOTE 9 - SHARE CAPITAL - Assumptions (Details) | 6 Months Ended |
Mar. 31, 2018$ / shares | |
Stock options | |
(1) dividend yield of | 0.00% |
(2) expected volatility of, minimum | 223.00% |
(2) expected volatility of, maximum | 313.00% |
(3) risk-free interest rate of | 98.00% |
(3) risk-free interest rate of | 1.46% |
(4) expected life of | 3 years |
(5) fair value of the Company’s common stock | $ 0.60 |
Warrants | |
(1) dividend yield of | 0.00% |
(2) expected volatility of, minimum | 249.00% |
(2) expected volatility of, maximum | 249.00% |
(3) risk-free interest rate of | 1.50% |
(3) risk-free interest rate of | 1.50% |
(4) expected life of | 3 years |
(5) fair value of the Company’s common stock | $ 0.60 |
NOTE 1 - ORGANIZATION (Details
NOTE 1 - ORGANIZATION (Details Narrative) - shares | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2015 | Mar. 31, 2018 | Sep. 30, 2013 | |
Common Stock; Shares Issued | 37,797,238 | 40,658,237 | ||
Common Stock; Shares Outstanding | 37,797,238 | 40,658,237 | ||
Common stock | ||||
Common Stock; Shares Issued | 10,128,600 | 7,250,000 | ||
Common Stock; Shares Outstanding | 10,128,600 | |||
Common stock after forward split, shares outstanding | 40,504,391 | |||
Preferred stock | ||||
Asset Purchase Agreement | On January 29, 2017, the Company announced the completion of an Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex LLC, a Texas Limited Liability Company (“GandTex”). GandTex is a biomedical company focused on advancing human organ transplant technology and medical research. The assets being transferred pursuant to the Asset Purchase consisted of certain proprietary patents for eliminating the need for an organ or tissue match, and the necessity for anti-rejection drugs, as well as management of, and historical data for, animal trials (“Animal Trials”) conducted by GandTex(collectively, the “GandTex Assets”). Pursuant to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding for the Trials in the aggregate amount of $300,000. In exchange for the GandTex Assets, the Company issued to GandTex 10,000,000 shares of its Series B Convertible Preferred Stock. GandTex is owned and controlled by a single individual Managing Member who beneficially owns 70% of GandTex The Asset Purchase was amended by an Addendum to the Asset Purchase Agreement effective July 11, 2017, and subsequently restructured so as to perfect ownership of the GandTex Assets by way of the GandTex Restructuring Agreements effective July 27, 2017 between GandTex and Duplitrans Inc. (“Duplitrans”), and as to certain of the agreements, the Company. In late October 2017, the Company terminated the Asset Purchase and the GandTex Restructuring Agreements on October 24, 2017 in an unwinding of the Asset Purchase by way of a Settlement an Release Agreement dated October 24, 2017, involving the full return of the 10,000,000 shares of the Company’s Series B Convertible Preferred Stock in exchange for a full release of any and all claims that Duplitrans or GandTex may have had against the Company, and the transfer of the patents contained within the GandTex Assets to GandTex, and the Exclusive License to Duplitrans, and we entered into a Memorandum of Understanding with NuGenesis, a new entity being formed by certain shareholders of Duplitrans, with the intent to continue the development of the Wound Care technique in concert with NuGenesis. On December 29, 2017, the Company issued 2,000,000 common shares which 1,960,000 common shares were issued to Duplitrans and 40,000 common shares were issued to the legal counsel of Duplitrans in regards to the agreement with GandTex. On the date of the settlement, October 24, 2017, the shares had a fair market value of $640,000. Accordingly, the Company recorded $640,000 of stock-based compensation during the three months ended December 31, 2017. Refer to NOTE 4 – Asset Purchase Agreement. |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 9,962 | $ 2,896,114 | $ 888,120 | $ 3,348,668 | |
Working capital deficit | 788,821 | ||||
Accumulated deficit | $ 7,493,725 | $ 7,493,725 | $ (6,605,605) |
NOTE 4 - ASSET PURCHASE AGREE32
NOTE 4 - ASSET PURCHASE AGREEMENT (Details Narrative) | 6 Months Ended |
Mar. 31, 2018shares | |
Notes to Financial Statements | |
Common stock issued for services | 2,000,000 |
NOTE_5 - CONSULTING AGREEMENTS
NOTE 5 - CONSULTING AGREEMENTS (Details Narrative) | 3 Months Ended |
Dec. 31, 2017 | |
Consulting Agreement | |
Consulting agreement | On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company will pay the consultant a monthly fee of $8,500 on the first day of each month with the payment deferred until the Company closes financing in the amount of $3 million or greater. Additionally, the Company was required to issue the consultant 200,000 shares of common stock on October 1, 2015. The agreement was terminated on October 16, 2016. During the three and six months ended March 31, 2018 and 2017, the Company recorded compensation expense in the amount of $-0-and $-0- and $-0- and $2,133 related to this agreement. |
Advisory Agreement | |
Consulting agreement | On February 28, 2017, but effective January 5, 2017, the Company entered into an Advisory Agreement with Global Business Strategies Inc. (“Global“), a company controlled Mr. Luke (the “Global Agreement”). Pursuant to the Global Agreement the Company retained Global to provide management advice, corporate development strategies, to assist in the general and administrative functions , and to make Mr. Luke available to serve as a Director or a member of the Company’s management (the “Services” as defined in the Global Agreement). In consideration for the Services the Company agreed to pay Global $8,500 per month, which included any and all fees for Mr. Luke continuing to serve as the Company’s President and fees to others working for Global and allowed for reimbursement of expenses up to $500 per month without prior written approval. The Company also agreed to pay Global an additional $1,500 per month if Mr. Luke was appointed to serve as a Director also incorporated you of the Company and agreed to issue to Global the Global Agreement |
Master Service Agreement | |
Consulting agreement | On June 10, 2017, the Company entered into a Master Service Agreement with an investment consultant to provide services to the Company for a period of six months. The agreement calls for a budget of $215,000 with an initial payment of $150,000. Additionally, the agreement called for the issuance of 250,000 cashless warrants exercisable for three years at a price of 110% of the closing price on June 10, 2017. The Company paid $65,000 of the initial payment on August 14, 2017. On January 30, 2018, the Master Service Agreement was terminated and the Company received a refund of $38,000 in cash. Additionally, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total of $150,000 previously included in accounts payable was written off. The transactions resulted in a $188,000 gain on settlement during the six months ended March 31, 2018. |
NOTE 6 - NOTES PAYABLE (Details
NOTE 6 - NOTES PAYABLE (Details Narrative) | Mar. 31, 2018USD ($) |
Note Payable due June 30, 2015 | |
Notes payable | $ 25,000 |
Accrued interest | $ 16,652 |
Interest rate | 12.00% |
Note Payable issued January 14, 2016, February 10, 2016 and February 29, 2016 | |
Notes payable | $ 74,500 |
Accrued interest | $ 16,203 |
Interest rate | 10.00% |
Note Payable issued December 28, 2017 | |
Notes payable | $ 106,410 |
Accrued interest | $ 3,254 |
Interest rate | 12.00% |
NOTE 7 - CONVERTIBLE NOTES (Det
NOTE 7 - CONVERTIBLE NOTES (Details Narrative) | 6 Months Ended |
Mar. 31, 2018 | |
Note Purchase Agreements year ended September 30, 2017 | |
Convertible notes terms | During the year ended September 30, 2017, the Company entered into certain Note Purchase Agreements (collectively the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, in the aggregate principal amount of $685,000. The Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at a conversion price of Eleven cents ($0.11) per share. Due to the beneficial conversion feature of these notes, the Company recorded $635,545 of debt discount as a contra liability and amortized $576,838 of the discount during the year ended September 30, 2017. During July 2017, certain note holders converted their respective principal and accrued interest into 5,720,066 shares of the Company’s common stock. During October 2017, all but four (4) note holders converted their respective principal and accrued interest into 707,153 shares of the Company’s common stock. As of March 31, 2018, the note balances and accrued interest are $5,000 and $517, respectively. |
Securities Purchase Agreement June 26, 2017 | |
Convertible notes terms | On June 26, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $78,000. The Power Up Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days, the Note may not be prepaid. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. This note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 10-day period ending on the latest complete Trading Day prior to the Conversion Date. Due to the beneficial conversion feature of this note, the Company recorded $78,000 of debt discount as a contra liability and amortized $57,707 of the discount during the three months ended December 31, 2017. During six months ended March 31, 2018, this note along with accrued interest and a prepayment charges were paid in full. |
Securities Purchase Agreement August 14, 2017 | |
Convertible notes terms | On August 14, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Kingdom Note”) in the aggregate principal amount of $65,000. The Note matures on November 14, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $65,000 of debt discount as a contra liability and amortized $65,000 of the discount during the six months ended March 31, 2018. As of March 31, 2018, the note balance and accrued interest is $65,000 and $3,317, respectively. This note is in default and remains unpaid at March 31, 2018. |
Securities Purchase Agreement August 23, 2017 | |
Convertible notes terms | On August 23, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Hayden Note”) in the aggregate principal amount of $50,000. The Note matures on August 23, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $50,000 of debt discount as a contra liability and amortized $10,037 of the discount during the six months ended March 31, 2018. As of March 31, 2018, the note balance and accrued interest is $50,000 and $2,448, respectively. This note remains unpaid at March 31, 2018. |
Securities Purchase Agreement September 12, 2017 | |
Convertible notes terms | On September 12, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “First Fire Note”) in the aggregate principal amount of $82,500. The Note matures on September 12, 2018 (the “Maturity Date”), and bears interest at the rate of 5% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 21-day period ending on the latest complete Trading Day prior to the Conversion Date. On March 12, 2018, the Company issued 153,846 shares of common stock in conversion of $9,500 principal and $500 of added fees. As of March 31, 2018, the note balance and accrued interest is $73,000 and $2,260. This note remains unpaid at March 31, 2018. |
Securities Purchase Agreement October 13, 2017 | |
Convertible notes terms | On October 13, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Escala Note”) in the aggregate principal amount of $20,000. The Note matures on October 13, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.30 per share. Due to the beneficial conversion feature of this note, the Company recorded $12,667 of debt discount as a contra liability and amortized $1,953 of the discount during the six months ended March 31, 2018. As of March 31, 2018, the note balance and accrued interest is $20,000 and $741, respectively. This note remains unpaid at March 31, 2018. |
NOTE 8 - DERIVATIVE LIABILITY36
NOTE 8 - DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Debt discount | $ 35,890 | $ 91,480 | |
Amortization of debt discount | 197,296 | $ 92,550 | |
Loan Agreement June 2017 | |||
Derivative liability | $ 78,000 | ||
Terms | During June 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $78,000. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 12% per annum and matures on June 30, 2018. The note was paid in full during the six months ended March 31, 2018. | ||
Loan Agreement September 2017 | |||
Derivative liability | $ 82,500 | ||
Terms | During September 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $82,500. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 5% per annum and matures on September 12, 2018. As of March 31, 2018, the note balance and accrued interest is $73,000 and $2,260. This note remains unpaid at March 31, 2018. | ||
Derivative | |||
Initial fair value of embedded debt derivative | $ 238,785 | ||
Debt discount | $ 147,500 |
NOTE 9 - SHARE CAPITAL (Details
NOTE 9 - SHARE CAPITAL (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2015 | Mar. 31, 2018 | Sep. 30, 2017 | |
Common stock, authorized | 475,000,000 | 475,000,000 | |
Common stock, value | $ 0.001 | $ 0.001 | |
Common stock April 1, 2015 | |||
Common stock, granted | 200,000 | ||
Common stock, value | $ 1 | ||
Share-based compensation expense | $ 200,000 | ||
Common stock | |||
Common stock, authorized | 475,000,000 | ||
Common stock, value | $ 0.001 | ||
Preferred stock | |||
Preferred stock, authorized | 25,000,000 | ||
Common stock, value | $ 0.001 |
NOTE 10_- CONTINGENCY (Details
NOTE 10 - CONTINGENCY (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued expenses | $ 53,200 |
Note payable | 74,500 |
Accrued interest | $ 16,203 |
Aggregate amount owed | As of March 31, 2018, as described in Note 6, the Company has accrued $53,200 in accrued expenses, note payable of $74,500 and accrued interest of $16,203 due EWSD. At September 30, 2017 the Company owed EWSD the aggregated amount of $138,311, which is past due and has been in default since October 31, 2016. On top of the amount accrued by the Company, Mr. Loiselle had demanded for a penalty fee of $101,235, which is approximately 18% monthly default rate on the amount past due. We believe the penalty fee imposed is invalid and are currently in dispute with Mr. Loiselle. See NOTE 6. above. |
NOTE 11 - FORGIVENESS OF ACCO39
NOTE 11 - FORGIVENESS OF ACCOUNTS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Forgiveness of accounts payable | $ 188,000 | $ 0 | $ 261,644 | $ 0 |
Vendor (1) | ||||
Forgiveness of accounts payable | 73,644 | |||
Master Service Agreement | ||||
Gain (loss) Settlement | 150,000 | |||
Vendor (2) | ||||
Gain (loss) Settlement | (55,147) | |||
Series A Preferred Shares Issued in exchange for payament, amount | $ 57,500 | |||
Series A Preferred Shares Issued in exchange for payment, shares | 25,000 | |||
Series A Preferred Shares, value | $ 112,647 |
NOTE 12_- LEASE AGREEMENT (Deta
NOTE 12 - LEASE AGREEMENT (Details Narrative) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 |
Debt Disclosure [Abstract] | |||
Rent expense | $ 186,904 | $ 0 | |
Lease security deposit | $ 4,871 | $ 4,871 |