Nemaura Medical (NMRD) 10-Q 6 Nov 18 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Document and Entity Information:
Entity Registrant Name	Nemaura Medical Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Entity Central Index Key	1,602,078
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		205,083,900
Entity's Reporting Status Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	false
Entity Ex Transition Period	false
Document Fiscal Year Focus	2,019
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Mar. 31, 2018
Current Assets:
Cash	$ 526,148	$ 822,335
Fixed rate cash account	3,260,250	4,911,551
Prepaid expenses and other receivables	180,731	187,139
Accrued interest receivable	71,064	77,508
Total current assets	4,038,193	5,998,533
Other Assets
Property and equipment, net	3,425	5,770
Intangible assets, net of accumulated amortization	232,733	251,099
Deferred offering costs	108,450	0
Total Other Assets	344,608	256,869
Total Assets	4,382,801	6,255,402
Current Liabilities:
Accounts Payable	54,472	49,912
Liabilities due to related party	642,513	613,818
Other Liabilities and accrued expenses	331,270	77,414
Deferred revenue	97,808	70,165
Total current liabilities	1,126,063	811,309
Deferred revenue	1,206,292	1,333,128
Total liabilities	2,332,355	2,144,437
Stockholders' equity:
Series A convertible preferred stock, $0.001 par value, 200,000 shares authorized; zero and 137,324 outstanding at September 30, 2018 and March 31, 2018, respectively.	0	137
Common stock, $0.001 par value, 420,000,000 shares authorized; 205,050,000 and 67,676,000 shares issued and outstanding at September 30, 2018 and March 31, 2018, respectively.	205,050	67,676
Additional paid in capital	13,034,623	13,056,859
Accumulated deficit	(10,875,510)	(8,973,082)
Accumulated other comprehensive loss	(313,717)	(40,625)
Total stockholders' equity	2,050,446	4,110,965
Total liabilities and stockholders' equity	$ 4,382,801	$ 6,255,402

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2018	Mar. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, Par Value	$ 0.001	$ 0.001
Preferred stock, authorized	200,000	200,000
Preferred stock, issued	0	137,324
Preferred stock, outstanding	0	137,324
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	420,000,000	420,000,000
Common Stock, Shares Issued	205,050,000	67,676,000
Common Stock, Shares Outstanding	205,050,000	67,676,000

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Comprehensive Income/(Loss) (Unaudited) - USD ($)	3 Months Ended			6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017		Sep. 30, 2018	Sep. 30, 2017
Revenue:
Total revenues	$ 0	$ 0		$ 0	$ 0
Operating expenses
Research and development	622,282	209,087		1,051,821	358,285
General and administrative	525,075	238,429		867,499	506,551
Total operating expenses	1,147,357	447,516		1,919,320	864,836
Loss from operations	(1,147,357)	(447,516)		(1,919,320)	(864,836)
Interest income	8,082	54,485		16,891	64,018
Net loss	(1,139,275)	(393,031)		(1,902,429)	(800,818)
Other comprehensive income (loss):
Foreign Currency Transaction Adjustment	(38,483)	159,309		(273,092)	362,064
Comprehensive loss	$ (1,177,758)	$ (233,722)		$ (2,175,521)	$ (438,754)
Loss per share
Basic and diluted	$ (0.01)	$ 0	[1]	$ (0.01)	$ 0	[1]
Weighted Average Number of Shares Outstanding	205,003,261	205,000,000		155,957,363	205,000,000
[1]	Per share amounts are less than $0.01

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities:
Net Loss	$ (1,902,429)	$ (800,818)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization	9,656	15,031
Stock-based compensation	114,500	0
Changes in assets and liabilities:
Prepaid expenses and other receivables	9,258	(17,347)
Accounts payable	5,355	72,401
Liability due to related party	84,896	(221,735)
Other liabilities and accrued expenses	136,117	39,147
Accrued interest receivable	980	(54,295)
Net cash used in operating activities	(1,541,667)	(967,616)
Cash Flows from Investing Activities:
Capitalized patent costs	(7,066)	(25,245)
Fixed rate savings account	1,324,000	639,460
Net cash provided by investing activities	1,316,934	614,215
Cash Flows from Financing Activities
Proceeds from exercise of common stock options	500	0
Net cash provided by financing activities	500	0
Net decrease in cash	(224,233)	(353,401)
Effect of exchange rate changes on cash	(71,954)	39,581
Cash at beginning of period	822,335	911,359
Cash at end of period	526,148	597,539
Supplemental disclosure of non-cash financing activities:
Conversion of Series A preferred stock to common stock	137,324	0
Deferred offering costs included in accrued expenses	$ 108,450	$ 0

ORGANIZATION, PRINCIPAL ACTIVIT

ORGANIZATION, PRINCIPAL ACTIVITIES	6 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
ORGANIZATION, PRINCIPAL ACTIVITIES	NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Nemaura Medical Inc. (“Nemaura” or the “Company”), through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system (“CGM”), named sugarBEAT. The sugarBEAT device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes and may also be used to screen pre-diabetic patients. The sugarBEAT device extracts analytes, such as glucose, to the surface of the skin in a non-invasive manner where it is measured using unique sensors and interpreted using a unique algorithm. Nemaura is a Nevada holding company organized in 2013. Nemaura owns one hundred percent (100%) of Region Green Limited, a British Virgin Islands corporation (“RGL”) formed on December 12, 2013. RGL owns one hundred percent (100%) of the stock in Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns one hundred percent (100%) of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and one hundred percent (100%) of Trial Clinic Limited, an England and Wales corporation formed on January 12, 2011 (“TCL”). DDL is a diagnostic medical device company headquartered in Loughborough, Leicestershire, England, and is engaged in the discovery, development and commercialization of diagnostic medical devices. The Company’s initial focus has been on the development of the sugarBEAT device, which consists of a disposable patch containing a sensor, and a non-disposable miniature electronic watch with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. All the Company’s operations and assets are located in England. The following diagram illustrates Nemaura’s corporate structure as of September 30, 2018: Nemaura Medical Inc. Nevada Corporation Region Green Limited British Virgin Islands Corporation Dermal Diagnostics (Holdings) Limited England and Wales Corporation Dermal Diagnostics Limited England and Wales Corporation Trial Clinic Limited England and Wales Corporation The Company has a limited operating history, recurring losses from operations and an accumulated deficit as of September 30, 2018, which raises substantial doubt about the Company’s continued existence. The Company expects to continue to incur losses from operations at least until clinical trials are completed later this year, when management expects that the product will become available to be marketed. Management has evaluated the expected expenses to be incurred along with its available cash and has determined that there is not substantial doubt as to its ability to continue as a going concern for at least one year subsequent to the date of issuance of these condensed consolidated financial statements. The Company has approximately $526,000 of readily available cash on hand at September 30, 2018 and approximately $3.3 million that will become available in December 2018 (Note 3b). Early withdrawal may generally be made for liquidity needs. Management's strategic plans include the following: • obtaining regulatory approval for the sugarBEAT device; • pursuing additional capital raising opportunities, in addition to the Equity Distribution Agreement entered into on October 19, 2018 by the Company and Maxim pursuant to which the Company may offer and sell, from time to time, through Maxim, up to $20,000,000 in shares of the Company’s common stock; • exploring licensing opportunities; and • developing the sugarBEAT device for commercialization.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
Basis of Presentation	NOTE 2 -- BASIS OF PRESENTATION (a) Basis of presentation: The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and consequently do not include all disclosures normally required by accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly our financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018. The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries, DDL, TCL, DDHL and RGL. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and all significant intercompany balances and transactions have been eliminated in consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the US Dollar.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of cash deposits maintained in the United Kingdom. From time to time, the Company's cash account balances exceed amounts covered by the Financial Services Compensation Scheme. The Company has never suffered a loss due to such excess balances. (b) Fixed rate cash accounts From time to time the Company invests funds in fixed rate cash savings accounts. These accounts, at the time of the initial investment, provide a higher interest rate than other bank accounts, and also require the Company to maintain the funds in the accounts for a period of time, currently $3.3 million through December 2018. Early withdrawal may generally be made for liquidity needs. (c) Fair value of financial instruments The Company's financial instruments primarily consist of cash, fixed rate cash accounts, accounts payable and other current liabilities. The estimated fair values of non-related party financial instruments were not materially different from their carrying values as presented, due to their short maturities. The fair value of amounts payable to related parties are not practicable to estimate due to the related party nature of the underlying transactions. (d) Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally four years for fixtures and fittings. (e) Intangible assets Intangible assets consist of licenses and patents associated with the sugarBEAT device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the six months ended September 30, 2018 or 2017. (f) Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include nonrefundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. The Company recognizes up front license payments as revenue upon delivery of the license only if the license has stand-alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a straight line basis over the period the Company is expected to complete its performance obligations. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the applicable agreement. (g) Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. (h) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense related to unrecognized tax benefits recognized for the three and six months ended September 30, 2018 and 2017. In December 2017, the US Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35% to a top rate of 21%, effective January 1, 2018. As the Company’s US operations are minimal, and all deferred tax assets are fully allowed for, there is no significant impact to the Company as of and for the three and six month periods ended September 30, 2018. (i) Earnings per share Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. There were no potentially dilutive securities as of September 30, 2018 and 2017. For the six months ended September 30, 2018 and 2017, warrants to purchase 10 million shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share. For the three and six months ended September 30, 2018, warrants to purchase 25,000 shares of common stock and 80,000 shares of restricted common stock were considered anti-dilutive and were also excluded from the calculation of diluted loss per share. (j) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates. (k) Foreign currency translation The functional currency of the Company is the Great Britain Pound Sterling ("GBP"). The reporting currency is the United States dollar (US$). Stockholders' equity is translated into United States dollars from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rates prevailing during the reporting period. The translation rates are as follows: Six months ended September 30, 2018 (unaudited) Six months ended September 30, 2017 (unaudited) Three months ended September 30, 2018 (unaudited) Three months ended September 30, 2017 (unaudited) Twelve months ended March 31, 2018 Period end GBP : US$ exchange rate 1.304 1.340 1.304 1.340 1.403 Average period/yearly GBP : US$ exchange rate 1.324 1.279 1.305 1.283 1.331 Adjustments resulting from translating the financial statements into the United States dollar are recorded as a separate component of accumulated other comprehensive loss in stockholders' equity. (l) Stock-based compensation The Company follows ASC 505, Stock Compensation issued to Non-employees, for the accounting and reporting for such awards. Accordingly, for stock-based compensation awards to non-employees, the Company re-measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as stock-based compensation expense in the period of change. For stock based compensation awards to non-employees that have performance based conditions, the Company measures the fair value of the non-employee awards on the date the performance conditions have been satisfied and recognizes that amount as stock based compensation expense in the period that the performance conditions have been attained. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. To date, the Company has not granted any stock-based compensation awards to employees. (m) Deferred offering costs The Company has deferred the direct costs incurred in connection with the ATM financing facility as a long-term asset under the heading, “deferred offering costs”, and will reclassify the amount against the proceeds received from the sale of common stock in connection with the facility as the sales occur. (n) Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

LICENSING AGREEMENT

LICENSING AGREEMENT	6 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
Licensing Agreement	NOTE 4 – LICENSING AGREEMENT In March 2014, the Company entered into an Exclusive Marketing Rights Agreement with an unrelated third party, that granted to the third party the exclusive right to market and promote the sugarBEAT device and related patches under its own brand in the United Kingdom and the Republic of Ireland, the Channel Islands and the Isle of Man. The Company received a non-refundable, up-front cash payment of GBP 1,000,000 (approximately $1.304 million and $1.403 million as of September 30, 2018 and March 31, 2018 respectively) which is wholly non-refundable, upon signing the agreement. As the Company has continuing performance obligations under the agreement, the up-front fees received from this agreement have been deferred and will be recorded as income over the term of the commercial licensing agreement beginning from the date of clinical evaluation approval. As the Company expects commercialization of the sugarBEAT device to occur in the year ending March 31, 2019, approximately $98,000 of the deferred revenue has been classified as a current liability. In April 2014, a Letter of Intent was signed with the third party which specified a 10 year term and in November 2015, a License, Supply and Distribution Agreement with an initial 5 year term was executed. Pursuant to this agreement, the Company grants the exclusive right to market and promote its product in the United Kingdom and purchase the product at specified prices. In May 2018, the Company signed a commercial agreement with Dallas Burston Ethitronix Limited for all other European territories as part of an equal joint venture agreement. The joint venture intends to seek sub-license rights opportunities to one or more leading companies in the diabetes monitoring space, to leverage their network, infrastructure and resources.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Sep. 30, 2018
Disclosure Text Block [Abstract]
Related Party Transactions	NOTE 5 – RELATED PARTY TRANSACTIONS Nemaura Pharma Limited (Pharma) and NDM Technologies Limited (NDM) are entities controlled by the Company’s chief executive officer and majority shareholder, Dewan F.H. Chowdhury. In accordance with the United States Securities and Exchange Commission (SEC) Staff Accounting Bulletin 55, these financial statements are intended to reflect all costs associated with the operations of DDL and TCL. Pharma has a service agreement with DDL, to undertake development, manufacture and regulatory approvals under Pharma’s ISO13485 Accreditation. In lieu of these services DDL invoices Pharma on a periodic basis for said services. Services are provided at cost plus a service surcharge amounting to less than 10% of the total costs incurred. Following is a summary of activity between the Company and Pharma and NDM for the six months ended September 30, 2018 and 2017. These amounts are unsecured, interest free, and payable on demand. Six Months Ended September 30, 2018 (unaudited) ($) Six Months Ended September 30, 2017 (unaudited) ($) Year Ended March 31,2018 ($) Balance due from (to) Pharma and NDM at beginning of period (613,818 ) (687,609 ) (687,609 ) Amounts invoiced by Pharma to DDL and TCL (1) (1,149,785 ) (239,758 ) (842,739 ) Amounts repaid by DDL to Pharma 1,038,730 440,266 1,096,767 Amounts paid by DDL on behalf of Pharma - 19,889 19,889 Amounts received from Pharma - - (145,214 ) Foreign exchange differences 82,360 (40,164 ) (54,912 ) Balance due to Pharma and NDM at end of the period (642,513 ) (507,376 ) (613,818 ) (1) These amounts are included primarily in research and development expenses charged to the Company by Pharma. The Company routinely reviews its statement of cash flows presentation of related party transactions for financing or operating classification based on the underlying nature of the item and intended repayment.

OTHER ITEMS

OTHER ITEMS	6 Months Ended
	Sep. 30, 2018
Other Income and Expenses [Abstract]
OTHER ITEMS	NOTE 6 – OTHER ITEMS (a) Risks and uncertainties The Company is in the development stage of one primary product that it expects to introduce to the UK market after completion of clinical trials and CE mark approval (European Union approval of the product). The Company has entered into sales and marketing agreements for the product. It has also placed orders for the first commercial batch of transmitter devices with the electronics manufacturer Datalink Limited. It has not entered into exclusive manufacturing agreements with any of its contract manufacturers. Uncertainties still exist with regards to regulatory acceptance of the Company’s primary product development efforts and if acceptance is attained, the cost structure to produce the final product. (b) Preferred shares On October 5, 2017, the Company entered into common stock exchange agreements with each of its three largest shareholders, to exchange, in the aggregate, 137,324,000 shares of the Company’s common stock for 137,324 shares of Series A Convertible Preferred Stock (the “Series A Preferred”). Each share of Series A Preferred is convertible into 1,000 shares of the Company’s common stock, automatically upon the occurrence of all of certain triggering events, as set forth in the Certificate of Designation for the Series A Preferred, namely (a) the sugarBEAT® device to be commercialized has CE regulatory approval; (b) retail sales having commenced; and (c) retail sales exceeding USD$5 million, inclusive of advanced sales or voluntarily by the holder after February 7, 2018, if these triggering events have not occurred. Each holder of issued and outstanding Series A Preferred is entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred is convertible. Holders of Series A Preferred are entitled to vote on any and all matters presented to stockholders of the Company, except as provided by law. The Series A Preferred has no preference to the common stock as to dividends or distributions of assets upon liquidation or winding up of the Company (which has been agreed to by the holders of the Series A Preferred). The Company determined that the fair value of the shares of Series A Preferred issued for the shares of common stock was equivalent to the fair value of the shares of common stock exchanged. On November 6, 2017, the transactions contemplated by the exchange agreements were consummated and 137,324,000 shares of common stock were cancelled. As a result, the Company had 67,676,000 shares of common stock issued and outstanding as of March 31, 2018. On June 5, 2018, the three holders of the Company’s Series A Preferred each delivered notices of conversion to voluntarily convert their Series A Preferred, in the aggregate amount of 137,324 of Series A Preferred shares, into 137,324,000 shares of common stock. The holders had the right to voluntarily convert each share of Series A Preferred into 1,000 shares of common stock of the Company. (c) Investor relations agreements On October 9, 2018, 50,000 shares of common stock were issued to World Wide Holdings, LLC DBA Invictus Resources (“Invictus”) as a result of Invictus’s exercise of 50,000 warrants on September 24, 2018. On June 27, 2018, the Company entered into a Master Services Agreement with Invictus, pursuant to which for an initial three month term, Invictus shall provide services related to advising and assisting company in developing and implementing appropriate plans and materials for presenting the Company and its business plans, strategy and personnel to the financial community, introducing the Company to the financial community through the use of social media, digital media and other online awareness campaigns. The aggregate fees in the amount of $160,000 are payable to Invictus during the initial three month term. On July 23, 2018 the Board of Directors approved the issuance of a warrant to Invictus exercisable for 75,000 shares of common stock at an exercise price of $0.01 per share. As of September 30, 2018, the Company recognised $114,500 of stock based compensation expense related to the 50,000 warrants that had vested as of that date. On August 31,2018, the Company entered into an agreement to receive investor relations services from RedChip Companies Inc. The term of the agreement was 1 year, although cancellable after 3 months if certain performance-based conditions are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum. Compensation is partly in cash and partly in restricted stock, 40,000 shares of restricted stock due on the 3 month anniversary and the final 40,000 due on the one-year anniversary, provided performance conditions are met as per the agreement. (d) Subsequent event On October 19, 2018, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Maxim Group LLC, as sales agent (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim (the “Offering”), up to $20,000,000 in shares of its common stock (the “Shares”). Any shares offered and sold in the Offering will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-210293) declared effective by the Securities and Exchange Commission (the “SEC”) on March 31, 2016, the prospectus and the prospectus supplement relating to the Offering that forms a part of the Form S-3. Subject to the terms and conditions of the Distribution Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on the Company's instructions. Under the Distribution Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market. The Company has no obligation to sell any of the Shares. The Company and Maxim may, upon notice to the other party, suspend the Offering for any reason and at any time. The Offering will terminate upon the earlier of (a) October 19, 2019, (b) the sale of all common stock provided for in the prospectus supplement, (c) the earlier termination of the Distribution Agreement by either the Company upon ten (10) days’ prior written notice, or by Maxim, and (d) termination by mutual agreement of the Company and Maxim. The Company intends to use the net proceeds from any “at-the-market” offering for general corporate purposes, which include, but are not limited to, clinical trials to support a US FDA submission, product launch in Europe and the development of new applications for the technology platform, specifically Lactic acid monitoring in the first instance. Under the terms of the Distribution Agreement, Maxim will be entitled to a commission at a fixed rate of 3% of the gross sales price of Shares sold under the Distribution Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the Distribution Agreement, and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. October 31, 2018 through November 6, 2018, the Company issued 33,900 shares of its common stock through the Distribution Agreement and is expecting to receive proceeds of $66,813.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Sep. 30, 2018
Policy Text Block [Abstract]
Cash and cash equivalents	(a) Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of cash deposits maintained in the United Kingdom. From time to time, the Company's cash account balances exceed amounts covered by the Financial Services Compensation Scheme. The Company has never suffered a loss due to such excess balances.
Fixed rate cash accounts	(b) Fixed rate cash accounts From time to time the Company invests funds in fixed rate cash savings accounts. These accounts, at the time of the initial investment, provide a higher interest rate than other bank accounts, and also require the Company to maintain the funds in the accounts for a period of time, currently $4.6 million through December 2018. Early withdrawal may generally be made for liquidity needs.
Fair Value of Financial Instruments	(c) Fair value of financial instruments The Company's financial instruments primarily consist of cash, fixed rate cash accounts, accounts payable and other current liabilities. The estimated fair values of non-related party financial instruments were not materially different from their carrying values as presented, due to their short maturities. The fair value of amounts payable to related parties are not practicable to estimate due to the related party nature of the underlying transactions.
Property and equipment	(d) Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally four years for fixtures and fittings.
Intangible Assets	(e) Intangible assets Intangible assets consist of licenses and patents associated with the sugarBEAT device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the six months ended September 30, 2018 or 2017.
Revenue Recognition	(f) Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company may enter into product development and other agreements with collaborative partners. The terms of the agreements may include nonrefundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. The Company recognizes up front license payments as revenue upon delivery of the license only if the license has stand-alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a straight line basis over the period the Company is expected to complete its performance obligations. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the applicable agreement.
Research and development expenses	(g) Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs.
Income Taxes	(h) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense related to unrecognized tax benefits recognized for the three and six months ended September 30, 2018 and 2017. In December 2017, the US Tax Cuts and Jobs Act was signed into law. Generally, this Act reduces corporate rates from a top rate of 35% to a top rate of 21%, effective January 1, 2018. As the Company’s US operations are minimal, and all deferred tax assets are fully allowed for, there is no significant impact to the Company as of and for the three and six month periods ended September 30, 2018.
Earnings Per Share	(i) Earnings per share Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. There were no potentially dilutive securities as of September 30, 2018 and 2017. For the six months ended September 30, 2018 and 2017, warrants to purchase 10 million shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share. For the three and six months ended September 30, 2018, warrants to purchase 25,000 shares of common stock and 80,000 shares of restricted common stock were considered anti-dilutive and were also excluded from the calculation of diluted loss per share.
Use of Estimates	(j) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from those estimates.
Foreign Currency Translation	(k) Foreign currency translation The functional currency of the Company is the Great Britain Pound Sterling ("GBP"). The reporting currency is the United States dollar (US$). Stockholders' equity is translated into United States dollars from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rates prevailing during the reporting period. The translation rates are as follows: Six months ended September 30, 2018 (unaudited) Six months ended September 30, 2017 (unaudited) Three months ended September 30, 2018 (unaudited) Three months ended September 30, 2017 (unaudited) Twelve months ended March 31, 2018 Period end GBP : US$ exchange rate 1.304 1.340 1.304 1.340 1.403 Average period/yearly GBP : US$ exchange rate 1.324 1.279 1.305 1.283 1.331 Adjustments resulting from translating the financial statements into the United States dollar are recorded as a separate component of accumulated other comprehensive loss in stockholders' equity.
Stock-based compensation	(l) Stock-based compensation The Company follows ASC 505, Stock Compensation issued to Non-employees, for the accounting and reporting for such awards. Accordingly, for stock-based compensation awards to non-employees, the Company re-measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as stock-based compensation expense in the period of change. For stock based compensation awards to non-employees that have performance based conditions, the Company measures the fair value of the non-employee awards on the date the performance conditions have been satisfied and recognizes that amount as stock based compensation expense in the period that the performance conditions have been attained. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. To date, the Company has not granted any stock-based compensation awards to employees.
Deferred offering costs	(m) Deferred offering costs The Company has deferred the direct costs incurred in connection with the ATM financing facility as a long-term asset under the heading, “deferred offering costs”, and will reclassify the amount against the proceeds received from the sale of common stock in connection with the facility as the sales occur.
Recent Accounting Pronouncements	(n) Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Sep. 30, 2018
Summary Of Significant Accounting Policies Tables
Translation Rates	The translation rates are as follows: Six months ended September 30, 2018 (unaudited) Six months ended September 30, 2017 (unaudited) Three months ended September 30, 2018 (unaudited) Three months ended September 30, 2017 (unaudited) Twelve months ended March 31, 2018 Period end GBP : US$ exchange rate 1.304 1.340 1.304 1.340 1.403 Average period/yearly GBP : US$ exchange rate 1.324 1.279 1.305 1.283 1.331

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Sep. 30, 2018
Related Party Transactions Tables Abstract
Schedule of Related Party Transactions	Following is a summary of activity between the Company and Pharma and NDM for the six months ended September 30, 2018 and 2017. These amounts are unsecured, interest free, and payable on demand. Six Months Ended September 30, 2018 (unaudited) ($) Six Months Ended September 30, 2017 (unaudited) ($) Year Ended March 31,2018 ($) Balance due from (to) Pharma and NDM at beginning of period (613,818 ) (687,609 ) (687,609 ) Amounts invoiced by Pharma to DDL and TCL (1) (1,149,785 ) (239,758 ) (842,739 ) Amounts repaid by DDL to Pharma 1,038,730 440,266 1,096,767 Amounts paid by DDL on behalf of Pharma - 19,889 19,889 Amounts received from Pharma - - (145,214 ) Foreign exchange differences 82,360 (40,164 ) (54,912 ) Balance due to Pharma and NDM at end of the period (642,513 ) (507,376 ) (613,818 ) (1) These amounts are included primarily in research and development expenses charged to the Company by Pharma.

ORGANIZATION, PRINCIPAL ACTIV_2

ORGANIZATION, PRINCIPAL ACTIVITIES (Details Narrative) - USD ($)	1 Months Ended
	Oct. 19, 2018	Dec. 31, 2018	Sep. 30, 2018	Mar. 31, 2018	Sep. 30, 2017	Mar. 31, 2017
Cash available on hand		$ 3,300,000	$ 526,148	$ 822,335	$ 597,539	$ 911,359
Equity Distribution Agreement [Member] | Maxim [Member]
Maximum number of common stock offerings	20,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2018
Period End GBP/USD Exchange Rate [Membe]
Exchange rate	1.304	1.34	1.304	1.34	1.403
Period Average GBP/USD Exchange Rate [Membe]
Exchange rate	1.305	1.283	1.324	1.279	1.331

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2018	Mar. 31, 2018	Mar. 31, 2017
Fixed rate cash accounts			$ 3,300,000
Unrecognized tax benefits	$ 0	$ 0		$ 0	$ 0
Tax rate	21.00%
WarrantOneMember
Anti-dilutive common stock	25,000
Warrant [Member]
Anti-dilutive common stock	10,000,000	10,000,000
Restricted common stock [Member]
Anti-dilutive common stock	80,000

LICENSING AGREEMENT (Details Na

LICENSING AGREEMENT (Details Narrative) - USD ($)	Mar. 31, 2019	Sep. 30, 2018	Mar. 31, 2018
Licensing Agreement Details Narrative
Non-refundable, upfront cash payment		$ 1,304,000	$ 1,403,000
Deferred revenue	$ 98,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)		6 Months Ended		12 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Mar. 31, 2018
Note 7 - Related Party Transactions Details
Balance due (to) Pharma and NDM at beginning of period		$ (613,818)	$ (687,609)	$ (687,609)
Amount invoiced by Pharma to DDL and TCL	[1]	(1,149,785)	(239,758)	(842,739)
Amounts repaid by DDL to Pharma		1,038,730	440,266	1,096,767
Amounts paid by DDL on behalf of Pharma		0	19,889	19,889
Amounts received from Pharma		0	0	(145,214)
Foreign exchange differences		82,360	(40,164)	(54,912)
Balance due to Pharma and NDM at end of the period		$ (642,513)	$ (507,376)	$ (613,818)
[1]	These amounts are included primarily in research and development expenses charged to the Company by Pharma.

OTHER ITEMS (Details Narrative)

OTHER ITEMS (Details Narrative) - USD ($)

Nov. 06, 2018

Oct. 09, 2018

Jun. 05, 2018

Nov. 06, 2017

Oct. 05, 2017

Oct. 19, 2018

Sep. 30, 2018

Jul. 23, 2018

Oct. 24, 2018

Sep. 30, 2018

Sep. 30, 2017

Mar. 31, 2018

Common Stock, Shares Issued

205,050,000

205,050,000

67,676,000

Common Stock, Shares Outstanding

205,050,000

205,050,000

67,676,000

Stock based compensation

$ 114,500

$ 0

Warrants vested

50,000

Stock exchange agreements [Member]

Common Stock Cancelled

137,324,000

Equity Distribution Agreement [Member]

Stock issued during the period, shares

33,900

Stock issued during the period, value

$ 66,813

Three Holders [Member] | Stock exchange agreements [Member]

Number of common stock exchanged

137,324

Number of Preferred Stock issued

137,324,000

Conversion ratio

$ 1,000

Shareholders [Member] | Stock exchange agreements [Member]

Number of common stock exchanged

137,324,000

Number of Preferred Stock issued

137,324

Conversion ratio

$ 1,000

Invictus [Member] | Investor relations agreements [Member]

Common Stock, Shares Issued

50,000

Exercise of warrants

75,000

50,000

Related party expenses

$ 160,000

Exercise Price

$ 0.01

Maxim [Member] | Equity Distribution Agreement [Member]

Maximum number of common stock offerings

20,000,000

RedChip [Member] | Investor relations agreements [Member]

Investor relations agreements

On August 31,2018, the Company entered into an agreement to receive investor relations services from RedChip Companies Inc.  The term of the agreement was 1 year, although cancellable after 3 months if certain performance-based conditions are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum.  Compensation is partly in cash and partly in restricted stock, 40,000 shares of restricted stock due on the 3 month anniversary and the final 40,000 due on the one-year anniversary, provided performance conditions are met as per the agreement.</p>" id="sjs-H27">&lt;p style="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify">On August 31,2018, the Company entered into an agreement to receive investor relations services from RedChip Companies Inc.&#160; The term of the agreement was 1 year, although cancellable after 3 months if certain performance-based conditions are not met, including if the share trade volumes fail to meet an average of 100,000 shares per day minimum.&#160; Compensation is partly in cash and partly in restricted stock, 40,000 shares of restricted stock due on the 3 month anniversary and the final 40,000 due on the one-year anniversary, provided performance conditions are met as per the agreement.&lt;/p>