10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2018
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from                  to __________
	Commission File Number: 333-146834

Regenicin, Inc.
(Exact name of registrant as specified in its charter)

Nevada	27-3083341
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

10 High Court, Little Falls, NJ

(Address of principal executive offices)

(973) 557-8914

(Registrant’s telephone number)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

[ ] Yes [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 153,483,050  as of August 10, 2018.

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Mine Safety Disclosures	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:

F-1	Consolidated Balance Sheets as of June 30, 2018 (unaudited) and September 30, 2017;
F-2	Consolidated Statements of Operations for the three and nine months ended June 30, 2018 and 2017 (unaudited);
F-3	Consolidated Statements of Comprehensive Loss for the three and nine months ended June 30, 2018 and 2017 (unaudited);
F-4	Consolidated Statements of Cash Flows for the nine months ended June 30, 2018 and 2017 (unaudited); and
F-5	Notes to Consolidated Financial Statements.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2018 are not necessarily indicative of the results that can be expected for the full year.

3

REGENICIN, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

		June 30,			September 30,
		2018			2017
		(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash	$	1,309		$	19,201
Prepaid expenses and other current assets		9,842			60,592
Common stock of Amarantus Corporation		10,250			8,000
Total current and total assets	$	21,401		$	87,793
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$	296,360		$	280,961
Accrued expenses - other		340,121			298,476
Accrued salaries - officers		2,142,751			1,707,001
Note payable - insurance financing		3,902			37,800
Bridge financing		175,000			175,000
Loan payable		10,000			10,000
Loans payable - officer		120,222			20,000
Total current and total liabilities		3,088,356			2,529,238
STOCKHOLDERS' DEFICIENCY
Series A 10% Convertible Preferred stock, $0.001 par value, 5,500,000 shares authorized; 885,000 issued and outstanding		885			885
Common stock, $0.001 par value; 200,000,000 shares authorized; 157,911,410 issued and 153,483,050 outstanding		157,914			157,914
Additional paid-in capital		10,177,515			10,177,515
Accumulated deficit		(13,401,591	)		(12,773,831	)
Accumulated other comprehensive income		2,750			500
Less: treasury stock; 4,428,360 shares at par		(4,428	)		(4,428	)
Total stockholders' deficiency		(3,066,955	)		(2,441,445	)
Total liabilities and stockholders' deficiency	$	21,401		$	87,793

See Notes to Consolidated Financial Statements.

F-1

REGENICIN, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine Months			Nine Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2018			2017			2018			2017
	(UNAUDITED)			(UNAUDITED)			(UNAUDITED)			(UNAUDITED)
Revenues	$	—		$	—		$	—		$	—
Operating expenses
Research and development		—			5,284			—			—
General and administrative		613,389			780,288			181,937			194,966
Total operating expenses		613,389			785,572			181,937			194,966
Operating loss before other operating income		(613,389	)		(785,572	)		(181,937	)		(194,966	)
Other operating income - reversal of accounts payable		—			15,000			—			—
Loss from operations		(613,389	)		(770,572	)		(181,937	)		(194,966	)
Other income (expenses)
Interest expense		(14,371	)		(13,089	)		(4,451	)		(4,363	)
Interest income		—			4,670			—			495
Total other income (expenses)		(14,371	)		(8,419	)		(4,451	)		(3,868	)
Net loss		(627,760	)		(778,991	)		(186,388	)		(198,834	)
Preferred stock dividends		(52,955	)		(52,955	)		(17,652	)		(17,652	)
Net loss attributable to common stockholders	$	(680,715	)	$	(831,946	)	$	(204,040	)	$	(216,486	)
Loss per share:
Basic	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
Basic		153,483,050			153,483,050			153,483,050			153,483,050
Diluted		153,483,050			153,483,050			153,483,050			153,483,050

See Notes to Consolidated Financial Statements.

F-2

REGENICIN, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 

	Nine Months			Nine Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2018			2017			2018			2017
	(UNAUDITED)			(UNAUDITED)			(UNAUDITED)			(UNAUDITED)
Net loss	$	(627,760	)	$	(778,991	)	$	(186,388	)	$	(198,834	)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale securities, net of income taxes		2,250			1,575			(3,875	)		(6,400	)
Comprehensive loss	$	(625,510	)	$	(777,416	)	$	(190,263	)	$	(205,234	)

See Notes to Consolidated Financial Statements.

F-3

REGENICIN, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months			Nine Months
	Ended			Ended
	June 30,			June 30,
	2018			2017
	(UNAUDITED)			(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(627,760	)	$	(778,991	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest on notes and loans payable		13,089			13,089
Reversal of accounts payable		—			(15,000	)
Changes in operating assets and liabilities
Prepaid expenses and other current assets		50,750			40,232
Accounts payable		15,399			22,489
Accrued expenses  - other		28,556			31,330
Accrued salaries - officers		435,750			435,750
Net cash used in operating activities		(84,216	)		(251,101	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from repayment of loans from related party		—			67,268
Advances to related parties		—			(10,000	)
Net cash provided by investing activities		—			57,268
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from officers		104,108			—
Repayments of notes payable - insurance financing		(33,898	)		—
Repayment of loans from officers		(3,886	)		(13,009	)
Net cash provided by (used in) financing activities		66,324			(13,009	)
NET DECREASE IN CASH		(17,892	)		(206,842	)
CASH - BEGINNING OF PERIOD		19,201			218,847
CASH - END OF PERIOD	$	1,309		$	12,005
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See Notes to Consolidated Financial Statements.

F-4

REGENICIN, INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - THE COMPANY

Windstar, Inc. was incorporated in the state of Nevada on September 6, 2007. On July 19, 2010, the Company amended its Articles of Incorporation to change the name of the Company to Regenicin, Inc. (“Regenicin”). In September 2013, Regenicin formed a new wholly-owned subsidiary for the sole purpose of conducting research in the State of Georgia (together, the “Company”). The subsidiary has no activity since its formation due to the lack of funding. The Company’s original business was the development of a purification device. Such business was assigned to the Company’s former management in July 2010. The Company adopted a new business plan and intended to develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of burns, chronic wounds and a variety of plastic surgery procedures.

The Company entered into a Know-How License and Stock Purchase Agreement (the “Know-How SPA”) with Lonza Walkersville, Inc. (“Lonza Walkersville”) on July 21, 2010. Pursuant to the terms of the Know-How SPA, the Company paid Lonza Walkersville $3,000,000 and, in exchange, the Company was to receive an exclusive license to use certain proprietary know-how and information necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for the commercial sale of technology held by the Cutanogen Corporation (“Cutanogen”), a subsidiary of Lonza Walkersville. Additionally, pursuant to the terms of the Know-How SPA, the Company was entitled to receive certain related assistance and support from Lonza Walkersville upon payment of the $3,000,000. Under the Know-How SPA, once FDA approval was secured for the commercial sale of the technology, the Company would be entitled to acquire Cutanogen, Lonza Walkersville’s subsidiary, for $2,000,000 in cash. After prolonged attempts to negotiate disputes with Lonza Walkersville failed, on September 30, 2013, the Company filed a lawsuit against Lonza Walkersville, Lonza Group Ltd. and Lonza America, Inc. (“Lonza America”) in Fulton County Superior Court in the State of Georgia.

On November 7, 2014, the Company entered into an Asset Sale Agreement (the “Sale Agreement”) with Amarantus Bioscience Holdings, Inc., (“Amarantus”). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza Walkersville and Lonza America, Inc. (the “Lonza Litigation”). This includes all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company agreed to sell the PermaDerm® trademark and related intellectual property rights associated with it. The purchase price paid by Amarantus was: (i) $3,600,000 in cash, and (ii) shares of common stock in Amarantus having a value of $3,000,000 at the date of the transaction.

The Company used the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval of the products through the FDA as well as for general and administrative expenses. The Company has been developing its own unique cultured skin substitute since the Company received Lonza’s termination notice.

F-5

NOTE 2 - BASIS OF PRESENTATION

Interim Financial Statements:

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2017, as filed with the Securities and Exchange Commission.

Going Concern:

The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred cumulative losses and has an accumulated deficit of approximately $13.4 million from inception, expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt, private sale of equity securities, and the proceeds from the Asset Sale. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company used the proceeds from the Asset Sale to fund operations. Currently management plans to finance operations through the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether the Company will be able to obtain such financing. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Financial Instruments and Fair Value Measurement:

The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 - Unobservable inputs which are supported by little or no market activity.

F-6

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes payable in the Company’s consolidated balance sheets approximated their values as of June 30, 2018 and September 30, 2017 due to their short-term nature.

Common stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in net income (loss). Unrealized gains and losses considered to be temporary are reported as other comprehensive income (loss) and are included in stockholders’ equity. Other than temporary declines in the fair value of investment is included in other income (expense) on the statement of operations.

The common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation methodology is considered to be using Level 1 inputs. The total value of Amarantus common stock at June 30, 2018 is $10,250. The unrealized gain(loss) for the nine and three months ended June 30, 2018 was $2,250 and ($3,875), net of income taxes, respectively, and was reported as a component of comprehensive loss. The unrealized gain (loss) for the nine and three months ended June 30, 2017 was $1,575 and ($6,400), net of income taxes, respectively, and was also reported as a component of comprehensive loss.

Recently Issued Accounting Pronouncements:

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption of certain items is permitted. The Company is currently evaluating the impact of adopting this guidance.

All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

F-7

NOTE 3 - LOSS PER SHARE

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive.

The following weighted average securities have been excluded from the calculation of net loss per share for the nine months ended June 30, 2018 and 2017, as the exercise price was greater than the average market price of the common shares:

	2018		2017
Warrants		390,000		722,500

The following weighted average securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during the nine months ended June 30, 2018 and 2017:

	2018		2017
Options		9,270,817		9,982,469
Convertible Preferred Stock		8,850,000		8,850,000

The effects of options and warrants on diluted earnings per share are reflected through the use of the treasury stock method and the excluded shares that are “in the money” are disclosed above in that manner.

NOTE 4 – DUE FROM RELATED PARTY

The Company expects to purchase “Closed Herd” collagen from Pure Med Farma, LLC (“PureMed”), a development stage company in which the company’s CEO and CFO are member - owners. The Company and PureMed entered into a three-year supply agreement on October 16, 2016 naming PureMed as the exclusive provider of collagen to the Company. The Company has agreed to assist PureMed by providing consultants to work on certain tasks in order to gain FDA approval. Such consultants’ costs would be reimbursed by PureMed. On December 15, 2016, PureMed issued a note in the amount of $64,622 representing the advances for consultants through that date. Under the terms of the note, interest accrued at 8% per annum and was payable on or before December 15, 2017. The balance of the note plus accrued interest of $7,308 was repaid in full in May 2017.

NOTE 5 - LOANS PAYABLE

Loan Payable:

In February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both June 30, 2018 and September 30, 2017, the loan payable totaled $10,000.

Loans Payable - Officer:

In September 2017, John Weber, the Company’s Chief Financial Officer, made an advance to the Company of $10,000. From November 2017 through June 2018 additional advances were made totaling $87,358. The loans do not bear interest and are due on demand.

In September 2017, J. Roy Nelson, the Company’s Chief Science Officer, made an advance to the Company of $10,000. From November 2017 through June 2018 additional advances totaling $12,864 were made. The loans do not bear interest and are due on demand.

F-8

NOTE 6 - BRIDGE FINANCING

On December 21, 2011, the Company issued a $150,000 promissory note to an individual. The note bore interest so that the Company would repay $175,000 on the maturity date of June 21, 2012, which correlated to an effective rate of 31.23%. Additional interest of 10% was charged on any late payments. The note was not paid at the maturity date and the Company is incurring additional interest as described above. At both June 30, 2018 and September 30, 2017, the note balance was $175,000. Interest expense was $13,089 for both the nine months ended June 30, 2018 and 2017. Interest expense was $4,362 for both the three months ended June 30, 2018 and 2017. Accrued interest on the note was $105,479 and $92,389 as of June 30, 2018 and September 30, 2017, respectively and is included in accrued expenses in the accompanying balance sheet.

NOTE 7 - INCOME TAXES

The Company did not incur current income tax expense for the nine months ended June 30, 2018 and 2017.

At June 30, 2018, the Company had available approximately $4.6 million of net operating loss carry forwards (“NOLs”) which expire in the years 2029 through 2037. However, the use of the NOLs generated prior to September 30, 2011 totaling $0.7 million is limited under Section 382 of the Internal Revenue Code. Section 382 of the Internal Revenue Code of 1986, as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code.

On December 22, 2017, new tax legislation came into effect. The provisions are generally effective for years beginning on or after January 1, 2018. The most impactful item to the Company in the new law is the change in tax rate from 34% to 21%. This will reduce the gross deferred tax assets prior to existing full valuation allowance from an effective rate of 40% to an effective rate of 27%. The provision and disclosures for the period ended June 30, 2018 reflect the new tax legislation.

Significant components of the Company’s deferred tax assets at June 30, 2018 and September 31, 2017 are as follows:

	June 30, 2018			September 30, 2017
Net operating loss carry forwards	$	1,250,151		$	1,780,508
Unrealized loss		807,975			1,197,000
Stock based compensation		27,070			40,104
Accrued expenses		581,243			686,800
Total deferred tax assets		2,666,439			3,704,412
Valuation allowance		(2,666,439	)		(3,704,412	)
Net deferred tax assets	$	—		$	—

Due to the uncertainty of their realization, a valuation allowance has been established for all of the income tax benefit for these deferred tax assets.

At both June 30, 2018 and September 30, 2017, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2018 and September 30, 2017, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The Company files its federal income tax returns under a statute of limitations. The 2014 through 2017 tax years generally remain subject to examination by federal tax authorities.

F-9

NOTE 8 - STOCKHOLDERS’ DEFICIENCY

Preferred Stock:

Series A

At both June 30, 2018 and September 30, 2017, 885,000 shares of Series A Preferred Stock (“Series A Preferred”) were outstanding.

Series A Preferred dividend rate is 8% per annum on the stated value and has a liquidation preference equal to the stated value of the shares ($885,000 liquidation preference as of June 30, 2018 and September 30, 2017 plus dividends in arrears as per below). Each share of Series A Preferred Stock has an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1.

The Series A Preferred Stock was marketed through a private placement memorandum that included a reference to a ratchet provision which would have allowed the holders of the stock to claim a better conversion rate based on other stock transactions conducted by the Company during the three-year period following the original issuance of the shares. The Certificate of Designation does not contain a ratchet provision. Certain of the stock related transactions consummated by the Company during this time period may have triggered this ratchet provision, and thus created a claim by holders of the Series A Preferred Stock who purchased based on this representation for a greater conversion rate than initially provided. The Company is currently negotiating with some of the remaining Series A holders regarding this claim and their conversion rate of their Series A Preferred Stock. Changes to the preferred stock conversion ratio may result in modification or extinguishment accounting. That may result in a deemed preferred stock dividend which would reduce net income available to common stockholders in the calculation of earnings per share. Certain of the smaller Series A holders have already converted or provided notice of conversion of their shares. In respect of this claim, the Company and its outside counsel determined that it is not possible to offer an opinion regarding the outcome. An adverse outcome could materially increase the accumulated deficit.

The dividends are cumulative commencing on the issue date when and if declared by the Board of Directors. As of June 30, 2018, and September 30, 2017, dividends in arrears were $516,791 ($.58 per share) and $463,837 ($.52 per share), respectively.

Series B

On January 23, 2012, the Company designated a new class of preferred stock called Series B Convertible Preferred Stock (“Series B Preferred”). Four million shares have been authorized with a liquidation preference of $2.00 per share. Each share of Series B Preferred is convertible into ten shares of common stock. Holders of Series B Convertible Preferred Stock have a right to a dividend (pro-rata to each holder) based on a percentage of the gross revenue earned by the Company in the United States, if any, and the number of outstanding shares of Series B Convertible Preferred Stock, as follows: Year 1 - Total Dividend to all Series B holders = .03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders = .02 x Gross Revenue in the U.S. Year 3 - Total Dividend to all Series B holders = .01 x Gross Revenue in the U.S. At June 30, 2018 and September 30, 2017, no shares of Series B Preferred are outstanding.

F-10

NOTE 9 – SALE OF ASSET

On November 7, 2014, the Company entered into a Sale Agreement, as amended on January 30, 2015, with Amarantus. See Note 1. Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the Lonza Litigation. These include all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company had agreed to sell its PermaDerm® trademark and related intellectual property rights associated with it. The Company also granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment of patients designated as severely burned by the FDA developed by the Company. Amarantus can exercise this option at a cost of $10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million. As of June 30, 2018, the option has not been exercised.

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company’s principal executive offices are located in Little Falls, New Jersey. The headquarters is located in the offices of McCoy Enterprises LLC, an entity controlled by Mr. McCoy. The office is attached to his residence but has its own entrances, restroom and kitchen facilities.

The Company also maintains an office at Carbon & Polymer Research Inc. ("CPR") in Pennington, New Jersey, which is the Company's materials and testing laboratory. An employee of the Company is an owner of CPR. On May 16, 2016, the Company entered into an agreement with CPR in which CPR will supply the collagen scaffolds used in the Company's production of the skin tissue. The contract contains a most favored customer clause guaranteeing the Company prices equal or lower than those charged to other customers. The Company has not yet made purchases from CPR.

No rent is charged for either premise.

NOTE 11 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of this filing.

F-11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview  

We have been working for the past year on a significant debt financing which we hope to consummate within the next quarter. As previously noted, such financings are difficult to complete and cannot be relied upon. As a result, we have also been in ongoing discussions with several additional financing sources, including a foreign government related to a potential joint venture and licensing opportunity. Although it has taken much longer than anticipated, we remain strong in our expectation of success, and our focus continues to be to secure financing that will minimize shareholder dilution as much as possible.

Upon obtaining such funding, our operating plan involves the following:

We intend to finalize our IND application with the FDA in order to begin clinical trials. This will involve several steps, including the performance of certain additional independent testing as requested by the FDA, as well as updating NovaDerm’s Orphan Status with the Agency. We have already had discussions with a well-respected University to conduct these additional independent tests. All necessary materials for the tests will be produced by the same group that manufactured the material for the previous research study. A Clinical Research Organization (CRO) familiar with the NovaDerm product will assist in the independent testing as well as our preparation of the IND. We estimate it will take about six months to complete this process once financing is obtained at a cost of approximately $1.5 million for related testing, engineering runs and special equipment.

Upon completion of the IND, we plan to begin our clinical trial. The company has already held preliminary discussions with the FDA related to the protocol to be employed, as well as, the number of patients to be included in the trial. Phase 1 of the trial will cover 10 patients. Clinical site selections will be limited to the 150 burn centers in the U.S. Our chosen CRO will assist in the management of the trial and the materials will be produced by the same group that manufactured the material for the independent tests. The initial trial will begin with a Data Safety Monitoring Board (DSMB) review of the safety of the process as shown by the first three subjects (once they have reached 6 months post-transplant). We estimate it will take 8 - 12 months to complete this trial and direct costs will be approximately $2.0 million.

Management is considering various options on the ultimate commercial manufacturing facilities of NovaDerm. No final decision has been made regarding this facility at this time.

4

Results of Operations for the Three and Nine Months Ended June 30, 2018 and 2017

We generated no revenues from September 6, 2007 (date of inception) to June 30, 2018. We do not expect to generate revenues until we are able to obtain FDA approval of our product and thereafter successfully market and sell the product.

We incurred operating expenses of $181,937 and $613,389 for the three and nine months ended June 30, 2018, compared with operating expenses of $194,966 and $785,572 for the three and nine months ended June 30, 2017. General and administrative expenses accounted for all of our operating expenses, for the three and nine months ended June 30, 2018. General and administrative expenses account for substantially all of our operating expenses for the three and nine months ended June 30, 2017.

Net other expense was $4,451 and $14,371 for the three and nine months ended June 30, 2018, as compared to net other expense of $3,868 and $8,419 for the three and nine months ended June 30, 2017. Other income and expenses for the three and nine months ended June 30, 2018 consisted only of interest expenses. Other income and expenses for the same period in 2017 consisted of interest expense offset by interest income which represents the main difference.

After provision for preferred stock dividends of $17,652 and $52,955 for the three months and nine months ended June 30, 2018, we recorded a net loss available to common stockholders of $204,040 and $680,715 for the three and nine months ended June 30, 2018. By comparison, we recorded a net loss available to common stockholders of $216,486 and $831,946 for the three months and nine months ended June 30, 2017.

Liquidity and Capital Resources

As of June 30, 2018, we had cash of $1,309 and total current assets of $21,401. As of June 30, 2018, we had current liabilities of $3,088,356. We therefore had a working capital deficiency of $3,066,955.

Operating activities used $84,216 in cash for the nine months ended June 30, 2018. The decrease in cash was primarily attributable to funding the loss for the period.

Investing activities provided no cash nor expended cash during the reported period. We note that the value of the shares of Amarantus we obtained and which created income from that sale of assets transaction have declined significantly in value since the consummation of the agreement.

Cash flows from financing activities includes proceeds from loans from officers, net of repayments, of $100,222, and repayments of notes payable of $33,898. 

We have issued various promissory notes to meet our short term demands, the terms of which are provided in the notes to the consolidated financial statements accompanying this report. While this source of bridge financing has been helpful in the short term to meet our financial obligations, we will need additional financing to fund our operations, continue with the FDA approval process, and implement our business plan. Our long term financial needs are estimated at about $8-10 million. 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity or debt offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off Balance Sheet Arrangements

As of June 30, 2018, there were no off-balance sheet arrangements.

Going Concern

Our consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred operating losses from inception, expect to incur further losses in the development of our business, and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

5

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending September 30, 2018 assuming we are able to obtain necessary funding: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. 

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

6

PART II – OTHER INFORMATION

Item 1. Legal Proceedings 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding which involve any of our officers, directors, or any beneficial holder of 5% or more of our voting securities that are or may be adverse to our interests or may have a material effect or interest adverse to us.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

For the three months ended June 30, 2018, we issued no shares of common stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in Extensible Business Reporting Language (XBRL).
**Provided herewith

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Regenicin, Inc.
Date:	August 14, 2018
By:	/s/ Randall McCoy
	Randall McCoy
Title:	Chief Executive Officer and Director

8

EX-31.1

CERTIFICATIONS

I, Randall McCoy, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2018 of Regenicin, Inc (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2018

/s/ Randall McCoy

By: Randall McCoy

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, John J. Weber, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2018 of Regenicin, Inc (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2018

/s/ John J. Weber

By: John J. Weber

Title: Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Regenicin, Inc (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 filed with the Securities and Exchange Commission (the “Report”), I, Randall McCoy, Chief Executive Officer of the Company, and, I John J. Weber, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) and Section 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Randall McCoy
Name:	Randall McCoy
Title:	Principal Executive Officer and Director
Date:	August 14, 2018

By:	/s/ John J. Weber
Name:	John J. Weber
Title:	Principal Financial Officer and Director
Date:	August 14, 2018

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	Regenicin, Inc.
Entity Central Index Key	0001412659
Document Type	10-Q
Document Period End Date	Jun. 30, 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		153,483,050
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML

CONSOLIDATED BALANCE SHEET - USD ($)	Jun. 30, 2018	Jun. 30, 2017
CURRENT ASSETS
Cash	$ 1,309	$ 19,201
Prepaid expenses and other current assets	9,842	60,592
Common stock of Amarantus Corporation	10,250	8,000
Total current and total assets	21,401	87,793
CURRENT LIABILITIES
Accounts payable	296,360	280,961
Accrued expenses other	340,121	298,476
Accrued salaries officers	2,142,751	1,707,001
Note payable insurance financing	3,902	37,800
Bridge financing	175,000	175,000
Loan payable	10,000	10,000
Loans payable officer	120,222	20,000
Total current and total liabilities	3,088,356	2,529,238
STOCKHOLDERS DEFICIENCY
Series A 10% Convertible Preferred stock, $0.001 par value, 5,500,000 shares authorized; 885,000 issued and outstanding	885	885
Common stock, $0.001 par value; 200,000,000 shares authorized; 157,911,410 issued and 153,483,050 outstanding	157,914	157,914
Additional paid-in capital	10,177,515	10,177,515
Accumulated deficit	(13,401,591)	(12,773,831)
Accumulated other comprehensive income	2,750	500
Less: treasury stock; 4,428,360 shares at par	(4,428)	(4,428)
Total stockholders deficiency	(3,066,955)	(2,441,445)
Total liabilities and stockholders deficiency	$ 21,401	$ 87,793

XML

CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2018	Jun. 30, 2017
Statement of Financial Position [Abstract]
Series A Preferred Stock, Par Value	$ 0.001	$ 0.001
Series A Preferred Stock, Shares Authorized	5,500,000	5,500,000
Series A Preferred Stock, Issued and outstanding	885,000	885,000
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Issued	157,911,410	157,911,410
Treasury Stock, Issued	4,428,360	4,428,360

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues
Operating expenses
Research and development				5,284
General and administrative	181,937	194,966	613,389	780,288
Total operating expenses	181,937	194,966	613,389	785,572
Operating loss before other operating income	(181,937)	(194,966)	(613,389)	(785,572)
Other operating income - reversal of accounts payable				15,000
Loss from operations	(181,937)	(194,966)	(613,389)	(770,572)
Other income (expenses)
Interest expense	(4,451)	(4,363)	(14,371)	(13,089)
Interest income		495		4,670
Total other income (expenses)	(4,451)	(3,868)	(14,371)	(8,419)
Net loss	(186,388)	(198,834)	627,760	778,991
Preferred stock dividends	(17,652)	(17,652)	(52,955)	(52,955)
Net loss attributable to common stockholders	$ (204,040)	$ (216,486)	$ (680,715)	$ (831,946)
Loss per share Basic	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Loss per share Diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average number of shares outstanding Basic	153,483,050	153,483,050	153,483,050	153,483,050
Weighted average number of shares outstanding Diluted	153,483,050	153,483,050	153,483,050	153,483,050

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LOSS - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Consolidated Statements Of Comprehensive Income Loss
Net loss	$ (186,388)	$ (198,834)	$ 627,760	$ 778,991
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale securities, net of income taxes	(3,875)	(6,400)	2,250	1,575
Comprehensive loss	$ (190,263)	$ (205,234)	$ (625,510)	$ (777,416)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (627,760)	$ (778,991)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest on notes and loans payable	13,089	13,089
Reversal of accounts payable		(15,000)
Changes in operating assets and liabilities
Prepaid expenses and other current assets	50,750	40,232
Accounts payable	15,399	22,489
Accrued expenses - other	28,556	31,330
Accrued salaries - officers	435,750	435,750
Net cash used in operating activities	(84,216)	(251,101)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from repayment of loans from related party		67,268
Advances to related parties		(10,000)
Net cash provided by investing activities		57,268
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from officers	104,108
Repayments of notes payable - insurance financing	(33,898)
Repayment of loans from officers	(3,886)	(13,009)
Net cash provided by (used in) financing activities	66,324	(13,009)
NET DECREASE IN CASH	(17,892)	(206,842)
CASH - BEGINNING OF PERIOD		218,847
CASH - END OF PERIOD	1,309	12,005
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income taxes

XML

THE COMPANY

9 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

THE COMPANY

Windstar, Inc. was incorporated in the state of Nevada on September 6, 2007. On July 19, 2010, the Company amended its Articles of Incorporation to change the name of the Company to Regenicin, Inc. (“Regenicin”). In September 2013, Regenicin formed a new wholly-owned subsidiary for the sole purpose of conducting research in the State of Georgia (together, the “Company”). The subsidiary has no activity since its formation due to the lack of funding. The Company’s original business was the development of a purification device. Such business was assigned to the Company’s former management in July 2010. The Company adopted a new business plan and intended to develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of burns, chronic wounds and a variety of plastic surgery procedures.

The Company entered into a Know-How License and Stock Purchase Agreement (the “Know-How SPA”) with Lonza Walkersville, Inc. (“Lonza Walkersville”) on July 21, 2010. Pursuant to the terms of the Know-How SPA, the Company paid Lonza Walkersville $3,000,000 and, in exchange, the Company was to receive an exclusive license to use certain proprietary know-how and information necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for the commercial sale of technology held by the Cutanogen Corporation (“Cutanogen”), a subsidiary of Lonza Walkersville. Additionally, pursuant to the terms of the Know-How SPA, the Company was entitled to receive certain related assistance and support from Lonza Walkersville upon payment of the $3,000,000. Under the Know-How SPA, once FDA approval was secured for the commercial sale of the technology, the Company would be entitled to acquire Cutanogen, Lonza Walkersville’s subsidiary, for $2,000,000 in cash. After prolonged attempts to negotiate disputes with Lonza Walkersville failed, on September 30, 2013, the Company filed a lawsuit against Lonza Walkersville, Lonza Group Ltd. and Lonza America, Inc. (“Lonza America”) in Fulton County Superior Court in the State of Georgia.

On November 7, 2014, the Company entered into an Asset Sale Agreement (the “Sale Agreement”) with Amarantus Bioscience Holdings, Inc., (“Amarantus”). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza Walkersville and Lonza America, Inc. (the “Lonza Litigation”). This includes all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company agreed to sell the PermaDerm® trademark and related intellectual property rights associated with it. The purchase price paid by Amarantus was: (i) $3,600,000 in cash, and (ii) shares of common stock in Amarantus having a value of $3,000,000 at the date of the transaction.

The Company used the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval of the products through the FDA as well as for general and administrative expenses. The Company has been developing its own unique cultured skin substitute since the Company received Lonza’s termination notice.

XML

BASIS OF PRESENTATION

9 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

Interim Financial Statements:

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2017, as filed with the Securities and Exchange Commission.

Going Concern:

The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred cumulative losses and has an accumulated deficit of approximately $13.4 million from inception, expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt, private sale of equity securities, and the proceeds from the Asset Sale. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company used the proceeds from the Asset Sale to fund operations. Currently management plans to finance operations through the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether the Company will be able to obtain such financing. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Financial Instruments and Fair Value Measurement:

The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes payable in the Company’s consolidated balance sheets approximated their values as of June 30, 2018 and September 30, 2017 due to their short-term nature.

Common stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in net income (loss). Unrealized gains and losses considered to be temporary are reported as other comprehensive income (loss) and are included in stockholders’ equity. Other than temporary declines in the fair value of investment is included in other income (expense) on the statement of operations.

The common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation methodology is considered to be using Level 1 inputs. The total value of Amarantus common stock at June 30, 2018 is $10,250. The unrealized gain(loss) for the nine and three months ended June 30, 2018 was $2,250 and ($3,875), net of income taxes, respectively, and was reported as a component of comprehensive loss. The unrealized gain (loss) for the nine and three months ended June 30, 2017 was $1,575 and ($6,400), net of income taxes, respectively, and was also reported as a component of comprehensive loss.

Recently Issued Accounting Pronouncements:

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption of certain items is permitted. The Company is currently evaluating the impact of adopting this guidance.

All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

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LOSS PER SHARE

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

LOSS PER SHARE

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive.

The following weighted average securities have been excluded from the calculation of net loss per share for the nine months ended June 30, 2018 and 2017, as the exercise price was greater than the average market price of the common shares:

	2018		2017
Warrants		390,000		722,500

The following weighted average securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during the nine months ended June 30, 2018 and 2017:

	2018		2017
Options		9,270,817		9,982,469
Convertible Preferred Stock		8,850,000		8,850,000

The effects of options and warrants on diluted earnings per share are reflected through the use of the treasury stock method and the excluded shares that are “in the money” are disclosed above in that manner.

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DUE FROM RELATED PARTY

9 Months Ended

Jun. 30, 2018

Notes to Financial Statements

DUE FROM RELATED PARTY

The Company expects to purchase “Closed Herd” collagen from Pure Med Farma, LLC (“PureMed”), a development stage company in which the company’s CEO and CFO are member - owners. The Company and PureMed entered into a three-year supply agreement on October 16, 2016 naming PureMed as the exclusive provider of collagen to the Company. The Company has agreed to assist PureMed by providing consultants to work on certain tasks in order to gain FDA approval. Such consultants’ costs would be reimbursed by PureMed. On December 15, 2016, PureMed issued a note in the amount of $64,622 representing the advances for consultants through that date. Under the terms of the note, interest accrued at 8% per annum and was payable on or before December 15, 2017. The balance of the note plus accrued interest of $7,308 was repaid in full in May 2017.  

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LOANS PAYABLE

9 Months Ended

Jun. 30, 2018

Notes to Financial Statements

LOANS PAYABLE

Loan Payable:

In February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both June 30, 2018 and September 30, 2017, the loan payable totaled $10,000.

Loans Payable - Officer:

In September 2017, John Weber, the Company’s Chief Financial Officer, made an advance to the Company of $10,000. From November 2017 through June 2018 additional advances were made totaling $87,358. The loans do not bear interest and are due on demand.

In September 2017, J. Roy Nelson, the Company’s Chief Science Officer, made an advance to the Company of $10,000. From November 2017 through June 2018 additional advances totaling $12,864 were made. The loans do not bear interest and are due on demand.

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BRIDGE FINANCING

9 Months Ended

Jun. 30, 2018

Bridge Financing

BRIDGE FINANCING

On December 21, 2011, the Company issued a $150,000 promissory note to an individual. The note bore interest so that the Company would repay $175,000 on the maturity date of June 21, 2012, which correlated to an effective rate of 31.23%. Additional interest of 10% was charged on any late payments. The note was not paid at the maturity date and the Company is incurring additional interest as described above. At both June 30, 2018 and September 30, 2017, the note balance was $175,000. Interest expense was $13,089 for both the nine months ended June 30, 2018 and 2017. Interest expense was $4,362 for both the three months ended June 30, 2018 and 2017. Accrued interest on the note was $105,479 and $92,389 as of June 30, 2018 and September 30, 2017, respectively and is included in accrued expenses in the accompanying balance sheet.

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INCOME TAXES

9 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company did not incur current income tax expense for the nine months ended June 30, 2018 and 2017.

At June 30, 2018, the Company had available approximately $4.6 million of net operating loss carry forwards (“NOLs”) which expire in the years 2029 through 2037. However, the use of the NOLs generated prior to September 30, 2011 totaling $0.7 million is limited under Section 382 of the Internal Revenue Code. Section 382 of the Internal Revenue Code of 1986, as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code.

On December 22, 2017, new tax legislation came into effect. The provisions are generally effective for years beginning on or after January 1, 2018. The most impactful item to the Company in the new law is the change in tax rate from 34% to 21%. This will reduce the gross deferred tax assets prior to existing full valuation allowance from an effective rate of 40% to an effective rate of 27%. The provision and disclosures for the period ended June 30, 2018 reflect the new tax legislation.

Significant components of the Company’s deferred tax assets at June 30, 2018 and September 31, 2017 are as follows:

	June 30, 2018			September 30, 2017
Net operating loss carry forwards	$	1,250,151		$	1,780,508
Unrealized loss		807,975			1,197,000
Stock based compensation		27,070			40,104
Accrued expenses		581,243			686,800
Total deferred tax assets		2,666,439			3,704,412
Valuation allowance		(2,666,439	)		(3,704,412	)
Net deferred tax assets	$	—		$	—

Due to the uncertainty of their realization, a valuation allowance has been established for all of the income tax benefit for these deferred tax assets.

At both June 30, 2018 and September 30, 2017, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2018 and September 30, 2017, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The Company files its federal income tax returns under a statute of limitations. The 2014 through 2017 tax years generally remain subject to examination by federal tax authorities.

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STOCKHOLDERS DEFICIENCY

9 Months Ended

Jun. 30, 2018

Equity [Abstract]

STOCKHOLDERS DEFICIENCY

Preferred Stock:

Series A

At both June 30, 2018 and September 30, 2017, 885,000 shares of Series A Preferred Stock (“Series A Preferred”) were outstanding.

Series A Preferred dividend rate is 8% per annum on the stated value and has a liquidation preference equal to the stated value of the shares ($885,000 liquidation preference as of June 30, 2018 and September 30, 2017 plus dividends in arrears as per below). Each share of Series A Preferred Stock has an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1.

The Series A Preferred Stock was marketed through a private placement memorandum that included a reference to a ratchet provision which would have allowed the holders of the stock to claim a better conversion rate based on other stock transactions conducted by the Company during the three-year period following the original issuance of the shares. The Certificate of Designation does not contain a ratchet provision. Certain of the stock related transactions consummated by the Company during this time period may have triggered this ratchet provision, and thus created a claim by holders of the Series A Preferred Stock who purchased based on this representation for a greater conversion rate than initially provided. The Company is currently negotiating with some of the remaining Series A holders regarding this claim and their conversion rate of their Series A Preferred Stock. Changes to the preferred stock conversion ratio may result in modification or extinguishment accounting. That may result in a deemed preferred stock dividend which would reduce net income available to common stockholders in the calculation of earnings per share. Certain of the smaller Series A holders have already converted or provided notice of conversion of their shares. In respect of this claim, the Company and its outside counsel determined that it is not possible to offer an opinion regarding the outcome. An adverse outcome could materially increase the accumulated deficit.

The dividends are cumulative commencing on the issue date when and if declared by the Board of Directors. As of June 30, 2018, and September 30, 2017, dividends in arrears were $516,791 ($.58 per share) and $463,837 ($.52 per share), respectively.

Series B

On January 23, 2012, the Company designated a new class of preferred stock called Series B Convertible Preferred Stock (“Series B Preferred”). Four million shares have been authorized with a liquidation preference of $2.00 per share. Each share of Series B Preferred is convertible into ten shares of common stock. Holders of Series B Convertible Preferred Stock have a right to a dividend (pro-rata to each holder) based on a percentage of the gross revenue earned by the Company in the United States, if any, and the number of outstanding shares of Series B Convertible Preferred Stock, as follows: Year 1 - Total Dividend to all Series B holders = .03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders = .02 x Gross Revenue in the U.S. Year 3 - Total Dividend to all Series B holders = .01 x Gross Revenue in the U.S. At June 30, 2018 and September 30, 2018, no shares of Series B Preferred are outstanding.

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SALE OF ASSET

9 Months Ended

Jun. 30, 2018

Notes to Financial Statements

SALE OF ASSET

On November 7, 2014, the Company entered into a Sale Agreement, as amended on January 30, 2015, with Amarantus. See Note 1. Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the Lonza Litigation. These include all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company had agreed to sell its PermaDerm® trademark and related intellectual property rights associated with it. The Company also granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment of patients designated as severely burned by the FDA developed by the Company. Amarantus can exercise this option at a cost of $10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million. As of June 30, 2018, the option has not been exercised.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

The Company’s principal executive offices are located in Little Falls, New Jersey. The headquarters is located in the offices of McCoy Enterprises LLC, an entity controlled by Mr. McCoy. The office is attached to his residence but has its own entrances, restroom and kitchen facilities.

The Company also maintains an office at Carbon & Polymer Research Inc. ("CPR") in Pennington, New Jersey, which is the Company's materials and testing laboratory. An employee of the Company is an owner of CPR. On May 16, 2016, the Company entered into an agreement with CPR in which CPR will supply the collagen scaffolds used in the Company's production of the skin tissue. The contract contains a most favored customer clause guaranteeing the Company prices equal or lower than those charged to other customers. The Company has not yet made purchases from CPR.

No rent is charged for either premise.

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SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of this filing.

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BASIS OF PRESENTATION (Policies)

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2017, as filed with the Securities and Exchange Commission.

Going Concern

The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred cumulative losses and has an accumulated deficit of approximately $13.4 million from inception, expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt, private sale of equity securities, and the proceeds from the Asset Sale. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company used the proceeds from the Asset Sale to fund operations. Currently management plans to finance operations through the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether the Company will be able to obtain such financing. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Income per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive.

The following weighted average securities have been excluded from the calculation of net loss per share for the nine months ended June 30, 2018 and 2017, as the exercise price was greater than the average market price of the common shares:

	2018		2017
Warrants		390,000		722,500

The following weighted average securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during the nine months ended June 30, 2018 and 2017:

	2018		2017
Options		9,270,817		9,982,469
Convertible Preferred Stock		8,850,000		8,850,000

The effects of options and warrants on diluted earnings per share are reflected through the use of the treasury stock method and the excluded shares that are “in the money” are disclosed above in that manner.

Financial Instruments and Fair Value Measurement

The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes payable in the Company’s consolidated balance sheets approximated their values as of June 30, 2018 and September 30, 2017 due to their short-term nature.

Common stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in net income (loss). Unrealized gains and losses considered to be temporary are reported as other comprehensive income (loss) and are included in stockholders’ equity. Other than temporary declines in the fair value of investment is included in other income (expense) on the statement of operations.

The common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation methodology is considered to be using Level 1 inputs. The total value of Amarantus common stock at June 30, 2018 is $10,250. The unrealized gain(loss) for the nine and three months ended June 30, 2018 was $2,250 and ($3,875), net of income taxes, respectively, and was reported as a component of comprehensive loss. The unrealized gain (loss) for the nine and three months ended June 30, 2017 was $1,575 and ($6,400), net of income taxes, respectively, and was also reported as a component of comprehensive loss.

Recently Issued Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption of certain items is permitted. The Company is currently evaluating the impact of adopting this guidance.

All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

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LOSS PER SHARE (Tables)

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of Income Loss per Common Share Exclusions

	2018		2017
Warrants		390,000		722,500

Schedule of Income Loss per Common Share Exclusions

	2018		2017
Options		9,270,817		9,982,469
Convertible Preferred Stock		8,850,000		8,850,000

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INCOME TAXES (Tables)

9 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets

	June 30, 2018			September 30, 2017
Net operating loss carry forwards	$	1,250,151		$	1,780,508
Unrealized loss		807,975			1,197,000
Stock based compensation		27,070			40,104
Accrued expenses		581,243			686,800
Total deferred tax assets		2,666,439			3,704,412
Valuation allowance		(2,666,439	)		(3,704,412	)
Net deferred tax assets	$	—		$	—

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THE COMPANY (Details Narrative)	9 Months Ended
	Jun. 30, 2018 USD ($)
Date of Incorporation	Sep. 06, 2007
State of Incorporation	Nevada
Sale Agreement
Date of Agreement	Nov. 07, 2014
Purchase Price	$ 3,600,000
Know How SPA
Date of Agreement	Jul. 21, 2010
Payment to Acquire Subsidiary	$ 2,000,000

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BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Basis Of Presentation
Common stock of Amarantus Corporation	$ 10,250	$ 8,000	$ 10,250	$ 8,000
Change in unrealized gain (loss) on available-for-sale securities, net of income taxes	(3,875)	(6,400)	2,250	1,575
Accumulated deficit	$ (13,401,591)	$ (12,773,831)	$ (13,401,591)	$ (12,773,831)

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LOSS PER SHARE - Schedule Of Income Loss per Common Share Exclusions (Details) - shares	Jun. 30, 2018	Jun. 30, 2017
Exclusions - Calcs
Warrants	390,000
Exclusions - Diluted Calcs
Warrants		722,500
Exclusions - Calcs #2
Options	9,270,817
Convertible preferred stock	8,850,000
Exclusions - Diluted Calcs #2
Options		9,982,469
Convertible preferred stock		8,850,000

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DUE FROM RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Interest income		$ (495)		$ (4,670)
Supply Agmt
Date of Agreement			Oct. 16, 2016
Term of Agreement			3 years
Advances to Consultant	$ 64,622		$ 64,622
Interest rate	8.00%		8.00%
Maturity Date			Dec. 31, 2017
Debt Instrument, Balance	$ 0		$ 0

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LOANS PAYABLE (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Loan payable	$ 10,000	$ 10,000
Loans payable - related parties	120,222	20,000
Repayments of loans from officers	104,108
Shareholder
Loan payable	10,000		$ 10,000
Loan payable, balance	10,000		$ 10,000
CFO
Loans payable - related parties	87,358
CSO
Loans payable - related parties	$ 12,864

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BRIDGE FINANCING (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2018
Accrued expenses other	$ 340,121	$ 298,476	$ 340,121	$ 298,476
Interest expense	(4,451)	(4,363)	$ (14,371)	(13,089)
Promissory Note 2
Date of Note			Dec. 21, 2011
Debt Instrument	$ 150,000		$ 150,000
Maturity Date			Jun. 21, 2012
Interest Rate	31.23%		31.23%
Additional interest rate if late	10.00%		10.00%
Debt Instrument, Balance	$ 175,000		$ 175,000		$ 175,000
Accrued expenses other	105,479		105,479		$ 92,389
Interest expense	$ (4,362)	$ (4,362)	$ (13,089)	$ (13,089)

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INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($)	Jun. 30, 2018	Jun. 30, 2017
Deferred tax asset attributable to:
Net operating loss carryover	$ 1,250,151	$ 1,780,508
Unrealized loss	807,975	1,197,000
Stock based compensation	27,070	40,104
Accrued expenses	581,243	686,800
Total deferred tax assets	2,666,439	3,704,412
Valuation allowance	(2,666,439)	(3,704,412)
Net deferred tax asset

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INCOME TAXES (Details Narrative)	9 Months Ended
	Jun. 30, 2018 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating Loss Carryforwards	$ 4,600,000
Carryforward Expiration Date	Jan. 01, 2029
Statutory federal income tax rate	21.00%
Adjustment of valuation allowance	27.00%

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STOCKHOLDERS DEFICIENCY (Details Narrative) - USD ($)

9 Months Ended

Jun. 30, 2018

Sep. 30, 2017

Jun. 30, 2017

Series A Preferred Stock, Issued and outstanding

885,000

885,000

Series A

Dividend per annum

8.00%

Dividend Stated Value, Description

Each share of Preferred Stock has an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1.

Dividends payable

$ 516,791

$ 463,837

Series A Preferred Stock, Issued and outstanding

885,000

885,000

Series B

Series B Preferred Stock, Shares Authorized

4,000,000

4,000,000

Series B Preferred Stock, Outstanding

0

0

Series B Preferred Stock, Liquidation Preference

$ 2.00

$ 2.00

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SALE OF ASSET (Details Narrative)

9 Months Ended

Jun. 30, 2018

USD ($)

Sale Agreement

Date of Agreement

Nov. 07, 2014

Sale Agmt Amendment

Date of Agreement

Jan. 30, 2015

Option to License IP, Term

5 years

Option to License IP, Cost

$ 10,000,000

Option to License IP, Description

Amarantus can exercise this option at a cost of $10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million.