Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Jun. 07, 2018 | Sep. 30, 2017 | |
Document and Entity Information: | |||
Entity Registrant Name | Nemaura Medical Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2018 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,602,078 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 205,000,000 | ||
Entity Public Float | $ 291,923,562 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Current assets: | ||
Cash | $ 822,335 | $ 911,359 |
Fixed rate cash account | 4,911,551 | 1,867,950 |
Prepaid expenses and other receivables | 187,139 | 51,086 |
Accrued interest receivable | 77,508 | 0 |
Total current assets | 5,998,533 | 2,830,395 |
Other assets | ||
Property and equipment, net | 5,770 | 9,161 |
Intangible assets, net of accumulated amortization | 251,099 | 203,800 |
Total Other Assets | 256,869 | 212,961 |
Long Term Assets: | ||
Fixed rate cash account | 0 | 4,358,550 |
Assets | 6,255,402 | 7,401,906 |
Current liabilities | ||
Accounts Payable | 49,912 | 77,530 |
Liabilities due to related party | 613,818 | 687,609 |
Other Liabilities and accrued expenses | 147,579 | 87,232 |
Total current liabilities | 811,309 | 852,371 |
Noncurrent Liabilities | ||
Deferred Revenue | 1,333,128 | 1,183,035 |
Liabilities, Noncurrent | 1,333,128 | 1,183,035 |
Total liabilities | 2,144,437 | 2,035,406 |
Stockholders' equity: | ||
Convertible Series A preferred stock, $0.001 par value, 200,000 shares authorized and 137,324 outstanding at March 31, 2018 | 137 | 0 |
Common stock, $0.001 par value, 420,000,000 shares authorized and 67,676,000 shares issued and outstanding at March 31, 2018 (205,000,000 issued and outstanding at March 31, 2017) | 67,676 | 205,000 |
Additional paid in capital | 13,056,859 | 12,919,672 |
Accumulated deficit | (8,973,082) | (7,152,633) |
Accumulated other comprehensive loss | (40,625) | (605,539) |
Total stockholders' equity | 4,110,965 | 5,366,500 |
Total liabilities and stockholders' equity | $ 6,255,402 | $ 7,401,906 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | |
Preferred stock, shares authorized | 200,000 | |
Preferred stock, shares outstanding | 137,324 | |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 420,000,000 | 420,000,000 |
Common stock, shares issued | 67,676,000 | 205,000,000 |
Common stock, shares outstanding | 67,676,000 | 205,000,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | |||
Total revenues | $ 0 | $ 0 | $ 0 |
Operating expenses | |||
Research and development | 993,833 | 1,034,605 | 1,028,224 |
General and administrative | 915,132 | 516,661 | 511,413 |
Total operating expenses | 1,908,965 | 1,551,266 | 1,539,637 |
(Loss) from operations | (1,908,965) | (1,551,266) | (1,539,637) |
Interest income | 88,516 | 0 | 0 |
Net loss | (1,820,449) | (1,551,266) | (1,539,637) |
Other comprehensive income/ (loss) | |||
Foreign Currency Transaction Adjustment | 564,914 | (760,999) | 135,813 |
Comprehensive loss | $ (1,255,535) | $ (2,312,265) | $ (1,403,824) |
Loss per share | |||
Basic and diluted | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted Average Number of Shares Outstanding | 150,070,400 | 205,000,000 | 201,726,027 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT) - USD ($) | Share capital | Convertible Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income / Loss | Total |
Beginning Balance, Amount at Mar. 31, 2015 | $ 200,000 | $ 2,924,672 | $ (4,061,730) | $ 19,647 | $ (917,411) | |
Common stock issued for cash | 5,000 | 9,995,000 | 10,000,000 | |||
Net loss | (1,539,637) | (1,539,637) | ||||
Other comprehensive income - foreign currency translation gain (loss) | 135,813 | 135,813 | ||||
Ending Balance, Amount at Mar. 31, 2016 | 205,000 | 12,919,672 | (5,601,367) | 155,460 | 7,678,765 | |
Net loss | (1,551,266) | (1,551,266) | ||||
Other comprehensive income - foreign currency translation gain (loss) | (760,999) | (760,999) | ||||
Ending Balance, Amount at Mar. 31, 2017 | 205,000 | 12,919,672 | (7,152,633) | (605,539) | 5,366,500 | |
Cancellation of ordinary stock and issue of convertible preferred stock | (137,324) | 137 | 137,187 | |||
Net loss | (1,820,449) | (1,820,449) | ||||
Other comprehensive income - foreign currency translation gain (loss) | 564,914 | 564,914 | ||||
Ending Balance, Amount at Mar. 31, 2018 | $ 67,676 | $ 137 | $ 13,056,859 | $ (8,973,082) | $ (40,625) | $ 4,110,965 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (1,820,449) | $ (1,551,266) | $ (1,539,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and Amortization | 29,256 | 20,433 | 17,404 |
Changes in assets and liabilities: | |||
Prepaid expenses and other receivables | (138,859) | 85,367 | 224,392 |
Prepayment to related party for clinical trials | 0 | 0 | 249,459 |
Accounts payable | (31,247) | 2,522 | (31,279) |
Liability due to related party | (162,644) | 270,975 | 0 |
Accrued expenses | 60,407 | (20,859) | (129,704) |
Accrued interest receivable | (73,441) | 0 | 0 |
Net cash used in operating activities | (2,136,977) | (1,192,828) | (1,209,365) |
Cash Flows from Investing Activities: | |||
Decrease in restricted cash | 0 | 0 | 0 |
Purchase of intangible assets | (45,260) | (73,070) | (78,197) |
Purchase of property and equipment | 0 | (6,519) | (9,367) |
Fixed rate savings account | 1,994,475 | (6,226,500) | 0 |
Net cash provided by/ (used in) investing activities | 1,949,215 | (6,306,089) | (87,564) |
Cash Flows from Financing Activities: | |||
Net proceeds from issuance of common stock | 0 | 0 | 10,000,000 |
Net advances from related party | 0 | 0 | 299,434 |
Net cash provided by financing activities | 0 | 0 | 10,299,434 |
Net (decrease)/increase in cash | (187,762) | (7,498,917) | 9,002,505 |
Effect of exchange rate changes on cash | 98,738 | (993,689) | 46,711 |
Cash at beginning of year | 911,359 | 9,403,965 | 354,749 |
Cash at end of year | 822,335 | 911,359 | 9,403,965 |
Schedule of noncash investing and financing transactions: | |||
Transfer of property and equipment and intangible assets to related party | $ 0 | $ 0 | $ 23,428 |
ORGANIZATION, PRINCIPAL ACTIVIT
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT'S PLANS | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT'S PLANS | NOTE 1 – ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT’S PLANS Nemaura Medical Inc. (“Nemaura” or the “Company”), through its operating subsidiaries, performs medical device research and manufacturing of a continuous glucose monitoring system (“CGM”), named sugarBEAT. The sugarBEAT device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes, and may also be used to screen pre-diabetic patients. The sugarBEAT device extracts analytes, such as glucose, to the surface of the skin in a non-invasive manner where it is measured using unique sensors and interpreted using a unique algorithm. Nemaura is a Nevada holding company organized in 2013. Nemaura owns one hundred percent (100%) of Region Green Limited, a British Virgin Islands corporation formed (“RGL”) on December 12, 2013. Region Green Limited owns one hundred percent (100%) of the stock in Dermal Diagnostic (Holdings) Limited, an England and Wales corporation (“DDHL”) formed on December 11, 2013, which in turn owns one hundred percent (100%) of Dermal Diagnostics Limited, an England and Wales corporation formed on January 20, 2009 (“DDL”), and one hundred percent (100%) of Trial Clinic Limited, an England and Wales corporation formed on January 12, 2011 (“TCL”). DDL is a diagnostic medical device company headquartered in Loughborough, Leicestershire, England, and is engaged in the discovery, development and commercialization of diagnostic medical devices. The Company’s initial focus has been on the development of the sugarBEAT device, which consists of a disposable patch containing a sensor, and a non-disposable miniature electronic watch with a re-chargeable power source, which is designed to enable trending or tracking of blood glucose levels. All the Company’s operations and assets are located in England. The following diagram illustrates Nemaura’s corporate and shareholder structure as of March 31, 2018: Nemaura Medical Inc. Nevada Corporation Region Green Limited British Virgin Islands Corporation Dermal Diagnostics (Holdings) Limited England and Wales Corporation Dermal Diagnostics Limited England and Wales Corporation Trial Clinic Limited England and Wales Corporation The Company has a limited operating history, recurring losses from operations and an accumulated deficit as of March 31, 2018. The Company expects to continue to incur losses from operations at least until clinical trials are completed later this year, when management expects that the product will become available to be marketed. Management has evaluated the expected expenses to be incurred along with its available cash, and has determined that there is not substantial doubt as to its ability to continue as a going concern for at least one year subsequent to the date of issuance of these financial statements. The Company has approximately $822,000 of readily available cash on hand at March 31, 2018 and approximately $4.9 million that will become available in December 2018 (Note 3b). Early withdrawal may generally be made for liquidity needs. Management’s strategic plans include the following: - continuing to advance commercialization of the Company’s principal product, in both UK, European and other international markets; - pursuing additional capital raising opportunities; and - continuing to explore and execute prospective partnering or distribution opportunities; |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Basis of Presentation | NOTE 2 – BASIS OF PRESENTATION (a) Basis of presentation The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries, DDL, TCL, DDHL and RGL. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, and all significant intercompany balances and transactions have been eliminated on consolidation. The functional currency for the majority of the Company’s operations is the Great Britain Pound Sterling (“GBP”), and the reporting currency is the US Dollar. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of cash deposits maintained in the United Kingdom. From time to time, the Company’s cash account balances exceed amounts covered by the Financial Services Compensation Scheme. The Company has never suffered a loss due to such excess balances. (b) Fixed rate cash accounts: From time to time the Company invests funds in fixed rate cash savings accounts. These accounts, at the time of the initial investment, provide a higher interest rate than other bank accounts, and also require the Company to maintain the funds in the accounts for a period of time, currently $4.9 million through December 2018. Early withdrawal may generally be made for liquidity needs. (c) Fair value of financial instruments The Company’s financial instruments primarily consist of cash, accounts receivable, fixed rate cash accounts, and accounts payable. As of the year-end dates, the estimated fair values of non-related party financial instruments were not materially different from their carrying values as presented, due to their short maturities. The fair value of amounts payable to related parties are not practicable to estimate due to the related party nature of the underlying transactions. (d) Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally ten years for fixtures and fittings. (e) Intangible assets Intangible assets consist of licenses and patents associated with the sugarBEAT device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended March 31, 2018, 2017 or 2016. (f) Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company may enter into product development and other agreements and with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. The Company recognizes up front license payments as revenue upon delivery of the license only if the license has stand alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a straight line basis over the period the Company is expected to complete its performance obligations (note 4). Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement. (g) Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. (h) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense related to unrecognized tax benefits recognized for the years ended March 31, 2018, 2017 and 2016. In December 2017, the US Tax Cuts and Jobs Act (the”Act”) was signed into law. Generally, this Act reduces corporate rates from a top rate of 35% to a top rate of 21%, effective January 1, 2018. As the Company’s US operations are minimal, and all deferred tax assets are fully allowed for, there is no significant impact to the Company as of and for the three and twelve month periods ended March 31, 2018. (i) Earnings per share Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. There were no potentially dilutive securities as of March 31, 2018, 2017 and 2016. For the years ended March 31, 2018, 2017 and 2016, warrants to purchase 10 million shares of common stock and preferred stock convertible to 137,324,000 shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share. (j) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results may differ from those estimates. (k) Foreign currency translation The functional currency of the Company is the Great Britain Pound Sterling (“GBP”). The reporting currency is the United States dollar (US$). Stockholders’ equity is translated into United States dollars from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rates prevailing during the reporting period. The translation rates are as follows for each year end to March 31: 2018 2017 2016 Year end GBP : US$ exchange rate 1:1.4033 1:1.2453 1:1.4318 Average period/yearly GBP : US$ exchange rate 1:1.3305 1:1.3146 1:1.5224 Adjustments resulting from translating the financial statements into the United States dollar are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. (l) Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016- 02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 is intended to reduce diversity in how certain cash receipts and cash payments are presented in the statement of cash flows. The new guidance clarifies the classification of cash activity related to debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate and bank-owned life insurance policies, distributions received from equity-method investments, and beneficial interests in securitization transactions. The guidance also describes a predominance principle pursuant to which cash flows with aspects of more than one class that cannot be separated should be classified based on the activity that is likely to be the predominant source or use of cash flow. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of any interim or annual reporting period. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures, but does not expect it to have a material effect on the Company's consolidated financial statements and related disclosures. (m) Risks and Uncertainties: The Company is in the development stage of one primary product that it expects to introduce to the UK market after completion of clinical trials and CE mark approval (European Union approval of the product). The Company has entered into sales and marketing agreements for the product but has not yet entered into manufacturing agreements. These matters raise uncertainties as regulatory acceptance of the Company’s primary product development efforts and if acceptance is attained, the cost structure to produce the product. (n) Preferred shares On October 5, 2017, the Company entered into common stock exchange agreements with each of its three largest shareholders, to exchange, in the aggregate, 137,324,000 shares of the Company’s common stock for 137,324 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into 1,000 shares of the Company’s common stock, automatically upon the occurrence of all of certain triggering events, as set forth in the Certificate of Designation, namely (a) the sugarBEAT® device to be commercialized has CE regulatory approval; (b) retail sales having commenced; and (c) retail sales exceeding USD$5 million, inclusive of advanced sales or voluntarily by the holder after February 7, 2018, if these triggering events have not occurred. Each holder of issued and outstanding Series A Convertible Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which the Series A Convertible Preferred Stock is convertible. Holders of Series A Convertible Preferred Stock are entitled to vote on any and all matters presented to stockholders of the Company, except as provided by law. The Series A Convertible Preferred Stock has no preference to the common stock as to dividends or distributions of assets upon liquidation or winding up of the Company (which has been agreed to by the holders of the Series A Convertible Preferred Stock). The Company determined that the fair value of the preferred shares issued for the common shares was equivalent to the fair value of the common shares exchanged. On November 6, 2017, the transaction was consummated and 137,324,000 shares of common stock were cancelled. As a result, the Company has 67,676,000 shares of common stock issued and outstanding. (o) Subsequent events We have signed a full commercial agreement with Dallas Burston Ethitronix Limited in May 2018 for all other European territories as part of an equal joint venture agreement. The joint venture intends to seek sub-license rights opportunities to one or more leading companies in the diabetes monitoring space, to leverage their network, infrastructure and resources. On June 5, 2018, the three holders of our Series A Convertible Preferred Stock (the “Series A Preferred”) each delivered notices of conversion to voluntarily convert their Series A Preferred, in the aggregate amount of 137,324 shares, into 137,324,000 shares of our common stock. The holders had the right to voluntarily convert each share of Series A Preferred into 1,000 shares of common stock of the Company. As a result of the conversion, we currently have 205,000,000 shares of common stock outstanding. |
LICENSING AGREEMENT
LICENSING AGREEMENT | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Licensing Agreement | NOTE 4 – LICENSING AGREEMENT In March 2014, the Company entered into an Exclusive Marketing Rights Agreement with an unrelated third party, that granted to the third party the exclusive right to market and promote the sugarBEAT device and related patches under its own brand in the United Kingdom and the Republic of Ireland, the Channel Islands and the Isle of Man. The Company received a non-refundable, up front cash payment of GBP 1,000,000 (approximately $1.403 million and $1.245 million as of March 31, 2018 and March 31, 2017 respectively) which is wholly non-refundable, upon signing the agreement. As the Company has continuing performance obligations under the agreement, the up-front fees received from this agreement have been deferred and will be recorded as income over the term of the commercial licensing agreement beginning from the date of clinical evaluation approval. As the Company expects commercialization of the sugarBEAT device to occur in the year ending March 31, 2019, approximately $70,000 of the deferred revenue has been classified as a current liability. In April 2014, a Letter of Intent was signed with the third party which specified a 10 year term and in November 2015, a Licence, Supply and Distribution agreement with an initial 5 year term was executed. The Company grants the exclusive right to market and promote its product in the United Kingdom, and purchase the product at specified prices. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5– PROPERTY AND EQUIPMENT As of March 31, 2018, and March 31, 2017 property and equipment is summarized as follows. March 31, 2018 ($) March 31, 2017 ($) Fixtures and fittings 18,213 16,163 Less accumulated depreciation (12,443 ) (7,002 ) 5,770 9,161 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Intangible Assets | NOTE 6 - INTANGIBLE ASSETS As of March 31, 2018, and March 31, 2017 intangible assets are summarized as follows: March 31, 2018 ($) March 31, 2017 ($) Patents and licenses 323,987 244,457 Less accumulated amortization (72,888 ) (40,657 ) 251,099 203,800 Estimated amortization expense is approximately $22,000 for each of the next five years. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS Nemaura Pharma Limited (Pharma) and NDM Technologies Limited (NDM) are entities controlled by the Company’s majority shareholder, DFH Chowdhury. In accordance with the United States Securities and Exchange Commission (SEC) Staff Accounting Bulletin 55, these financial statements are intended to reflect all costs associated with the operations of DDL and TCL. Pharma has invoiced DDL and TCL for research and development services. In addition, certain operating expenses of DDL and TCL were incurred and paid by Pharma and NDM which have been invoiced to the Company. Certain costs incurred by Pharma and NDM are directly attributable to DDL and TCL and such costs were billed to the Company. Management believes the allocation methodologies used are reasonable. DDL and TCL advanced Pharma certain amounts to cover a portion of the costs. Following is a summary of activity between the Company and Pharma and NDM for the years ended March 31, 2018, 2017 and 2016. These amounts are unsecured, interest free, and payable on demand. Year Ended March 31, 2018 ($) Year Ended March 31, 2017 ($) Year Ended March 31, 2016 ($) Balance due from Pharma and NDM at beginning of period (687,609 ) (494,145 ) 192,484 Amounts advanced to Pharma - - 58,197 Amounts received from Pharma (145,214 ) (2,480 ) (228,361 ) Reduction in prepayments to Pharma for clinical trials - - (247,596 ) Amounts invoiced by Pharma to DDL, NM and TCL (1) (842,739 ) (577,481 ) (331,714 ) Amounts invoiced by DDL to Pharma - 15,305 16,307 Amounts repaid by DDL to Pharma 1,096,767 249,060 - Amounts paid by DDL on behalf of Pharma 19,889 42,403 - Sale of fixed and intangible assets to Pharma and NDM - - 17,775 Foreign exchange differences (54,912 ) 79,729 28,763 Net balance due to Pharma and NDM at end of the period (613,818 ) (687,609 ) (494,145 ) (1) These amounts are included primarily in research and development expenses. The Company routinely reviews its statement of cashflows presentation of related party transactions for financing or operating classification based on the underlying nature of the item and intended repayment. Total costs charged to the Company by Pharma and NDM were $842,739, $577,481 and $331,714 for the years 2018, 2017 and 2016 respectively. Subsequent to March 31, 2018, the Company made payments to Pharma on the outstanding balances at March 31, 2018 of £279,792. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company and its subsidiaries file separate income tax returns. The United States of America The Company is incorporated in the US, and as a result of the new US Tax Cuts and Jobs Act, is subject to a US federal corporate income tax blended rate of 30.79% for the year ended March 31, 2018. The federal corporate income tax rate for future years is scheduled to be 21%. British Virgin Islands RGL is incorporated in the British Virgin Islands (“BVI”). Under the current laws of the BVI, RGL is not subject to tax on income or capital gains. In addition, upon payments of dividends by RGL, no BVI withholding tax is imposed. During the years ended March 31, 2018, 2017 and 2016, there was no income or expenses in the BVI. UK DDL, TCL and DDHL are all incorporated in the United Kingdom (UK) and the applicable UK statutory income tax rate for these companies is 19%. For the years ended March 31, 2018, 2017 and 2016 loss before income tax expense (benefit) arose in the UK and U.S. Year ended March 31, 2018 2017 2016 $ $ $ Loss before income taxes arising in UK (1,353,243 ) (1,251,870 ) (1,300,468 ) Loss before income taxes arising in United States (467,206 ) (299,396 ) (239,169 ) Total loss before income tax (1,820,449 ) (1,551,266 ) (1,539,637 ) Reconciliation of our effective tax rate to loss to the statutory U.S federal tax rate is as follows: Year ended March 31, 2018 2017 2016 $ $ $ Loss before income taxes (1,820,449 ) (1,551,266 ) (1,539,637 ) Expected tax benefit (561,000 ) (31 %) (527,000 ) (34 %) (523,000 ) (34 %) Foreign tax differential 36,000 2 % 217,000 14 % 216,000 14 % Enhanced research and development (215,000 ) (12 %) (198,000 ) (13 %) (177,000 ) (11 %) Other 35,000 2 % - - - - Change in valuation allowance 705,000 39 % 455,000 29 % 484,000 31 % Actual income tax benefit - - - - - - The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets are presented below: As of March 31, 2018 2017 $ $ Net operating tax loss carried forwards 2,229,000 1,818,000 Valuation allowance (2,229,000 ) (1,818,000 ) Net deferred tax assets - - For each of the years ended March 31, 2018, 2017 and 2016, the Company did not have unrecognized tax benefits, and therefore no interest or penalties related to unrecognized tax benefits were accrued. Management does not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months. The Company mainly files income tax returns in the United States and the UK. The Company is subject to U.S. federal income tax examination by tax authorities for tax years beginning in 2014. The UK tax returns for the Company’s UK subsidiaries are open to examination by the UK tax authorities for the tax years beginning in April 1, 2012. As of March 31, 2018, the Company has net operating losses (NOLs) of approximately $1.4 million in the US and $7.1 million in the UK. These US and UK NOLs may be carried forward indefinitely. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY In November 2015, the Company issued 5 million shares of common stock and warrants to purchase 10 million shares of common stock for total proceeds of $10 million. The warrants are exercisable at $0.50 per share through to the fifth anniversary of the listing of the Company on a national exchange. The Company listed to the Nasdaq exchange on January 25, 2018. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 10 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following is a summary of consolidated quarterly financial information: Quarter Ended 2018 June 30 Sept. 30 Dec. 31 March 31 Total revenue $ - $ - $ - $ - Loss from operations $ (417,320 ) $ (447,516 ) $ (476,353 ) $ (567,776 ) Net loss $ (407,787 ) $ (393,031 ) $ (466,365 ) $ (553,266 ) Basic and diluted loss per share $ * $ * $ * $ * Weighted average number of shares outstanding 205,000,000 205,000,000 121,411,478 150,070,400 Quarter Ended 2017 June 30 Sept. 30 Dec. 31 March 31 Total revenue $ - $ - $ - $ - Loss from operations $ (494,183 ) $ (322,482 ) $ (375,366 ) $ (359,235 ) Net loss $ (494,183 ) $ (322,482 ) $ (375,366 ) $ (359,235 ) Basic and diluted loss per share $ * $ * $ * $ * Weighted average number of shares outstanding 205,000,000 205,000,000 205,000,000 205,000,000 * less than $0.01 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
Policy Text Block [Abstract] | |
Cash and cash equivalents | (a) Cash and cash equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of cash deposits maintained in the United Kingdom. From time to time, the Company’s cash account balances exceed amounts covered by the Financial Services Compensation Scheme. The Company has never suffered a loss due to such excess balances. |
Fixed rate cash accounts | (b) Fixed rate cash accounts: From time to time the Company invests funds in fixed rate cash savings accounts. These accounts, at the time of the initial investment, provide a higher interest rate than other bank accounts, and also require the Company to maintain the funds in the accounts for a period of time, currently $4.9 million through December 2018. Early withdrawal may generally be made for liquidity needs. |
Fair Value of Financial Instruments | (c) Fair value of financial instruments The Company’s financial instruments primarily consist of cash, accounts receivable, fixed rate cash accounts, and accounts payable. As of the year-end dates, the estimated fair values of non-related party financial instruments were not materially different from their carrying values as presented, due to their short maturities. The fair value of amounts payable to related parties are not practicable to estimate due to the related party nature of the underlying transactions. |
Property and equipment | (d) Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally ten years for fixtures and fittings. |
Intangible Assets | (e) Intangible assets Intangible assets consist of licenses and patents associated with the sugarBEAT device and are amortized on a straight-line basis, generally over their legal lives of up to 20 years and are reviewed for impairment. The Company evaluates its intangible assets (all have finite lives) and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable, or at least annually. Recoverability of finite and other long-lived assets is measured by comparing the carrying amount of an asset group to the future undiscounted net cash flows expected to be generated by that asset group. The Company groups assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. The amount of impairment to be recognized for finite and other long-lived assets is calculated as the difference between the carrying value and the fair value of the asset group, generally measured by discounting estimated future cash flows. There were no impairment indicators present during the years ended March 31, 2018, 2017 or 2016. |
Revenue Recognition | (f) Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) a contractual agreement exists; (2) transfer of rights has been completed; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The Company may enter into product development and other agreements and with collaborative partners. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. The Company recognizes up front license payments as revenue upon delivery of the license only if the license has stand alone value to the customer. However, where further performance criteria must be met, revenue is deferred and recognized on a straight line basis over the period the Company is expected to complete its performance obligations (note 4). Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the agreement. |
Research and development expenses | (g) Research and development expenses The Company charges research and development expenses to operations as incurred. Research and development expenses primarily consist of salaries and related expenses for personnel and outside contractor and consulting services. Other research and development expenses include the costs of materials and supplies used in research and development, prototype manufacturing, clinical studies, related information technology and an allocation of facilities costs. |
Income Taxes | (h) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits as part of income tax expense in the consolidated statements of comprehensive loss. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense related to unrecognized tax benefits recognized for the years ended March 31, 2018, 2017 and 2016. In December 2017, the US Tax Cuts and Jobs Act (the”Act”) was signed into law. Generally, this Act reduces corporate rates from a top rate of 35% to a top rate of 21%, effective January 1, 2018. As the Company’s US operations are minimal, and all deferred tax assets are fully allowed for, there is no significant impact to the Company as of and for the three and twelve month periods ended March 31, 2018. |
Earnings Per Share | (i) Earnings per share Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. There were no potentially dilutive securities as of March 31, 2018, 2017 and 2016. For the years ended March 31, 2018, 2017 and 2016, warrants to purchase 10 million shares of common stock and preferred stock convertible to 137,324,000 shares of common stock were anti-dilutive and were excluded from the calculation of diluted loss per share. |
Use of Estimates | (j) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results may differ from those estimates. |
Foreign Currency Translation | (k) Foreign currency translation The functional currency of the Company is the Great Britain Pound Sterling (“GBP”). The reporting currency is the United States dollar (US$). Stockholders’ equity is translated into United States dollars from GBP at historical exchange rates. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rates prevailing during the reporting period. The translation rates are as follows for each year end to March 31: 2018 2017 2016 Year end GBP : US$ exchange rate 1:1.4033 1:1.2453 1:1.4318 Average period/yearly GBP : US$ exchange rate 1:1.3305 1:1.3146 1:1.5224 Adjustments resulting from translating the financial statements into the United States dollar are recorded as a separate component of accumulated other comprehensive loss in stockholders’ equity. |
Recent Accounting Pronouncements | (l) Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 has been modified multiple times since its initial release. This ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09, as amended, becomes effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2019. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-02, Leases. The main difference between the provisions of ASU No. 2016-02 and previous U.S. GAAP is the recognition of right-of-use assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU No. 2016- 02 retains a distinction between finance leases and operating leases, and the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. As an Emerging Growth Company, the Company is allowed to adopt new, or updated, accounting standards using the same time frame that applies to private companies. The Company will adopt this standard on April 1, 2020. Management is currently evaluating the impact of adoption of this ASU on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 is intended to reduce diversity in how certain cash receipts and cash payments are presented in the statement of cash flows. The new guidance clarifies the classification of cash activity related to debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate and bank-owned life insurance policies, distributions received from equity-method investments, and beneficial interests in securitization transactions. The guidance also describes a predominance principle pursuant to which cash flows with aspects of more than one class that cannot be separated should be classified based on the activity that is likely to be the predominant source or use of cash flow. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of any interim or annual reporting period. The Company is currently evaluating the impact this standard will have on its financial statements and related disclosures, but does not expect it to have a material effect on the Company's consolidated financial statements and related disclosures. |
Risks and Uncertainties | (m) Risks and Uncertainties: The Company is in the development stage of one primary product that it expects to introduce to the UK market after completion of clinical trials and CE mark approval (European Union approval of the product). The Company has entered into sales and marketing agreements for the product but has not yet entered into manufacturing agreements. These matters raise uncertainties as regulatory acceptance of the Company’s primary product development efforts and if acceptance is attained, the cost structure to produce the product. |
Preferred shares | (n) Preferred shares On October 5, 2017, the Company entered into common stock exchange agreements with each of its three largest shareholders, to exchange, in the aggregate, 137,324,000 shares of the Company’s common stock for 137,324 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into 1,000 shares of the Company’s common stock, automatically upon the occurrence of all of certain triggering events, as set forth in the Certificate of Designation, namely (a) the sugarBEAT® device to be commercialized has CE regulatory approval; (b) retail sales having commenced; and (c) retail sales exceeding USD$5 million, inclusive of advanced sales or voluntarily by the holder after February 7, 2018, if these triggering events have not occurred. Each holder of issued and outstanding Series A Convertible Preferred Stock is entitled to a number of votes equal to the number of shares of common stock into which the Series A Convertible Preferred Stock is convertible. Holders of Series A Convertible Preferred Stock are entitled to vote on any and all matters presented to stockholders of the Company, except as provided by law. The Series A Convertible Preferred Stock has no preference to the common stock as to dividends or distributions of assets upon liquidation or winding up of the Company (which has been agreed to by the holders of the Series A Convertible Preferred Stock). The Company determined that the fair value of the preferred shares issued for the common shares was equivalent to the fair value of the common shares exchanged. On November 6, 2017, the transaction was consummated and 137,324,000 shares of common stock were cancelled. As a result, the Company has 67,676,000 shares of common stock issued and outstanding. |
Subsequent events | (o) Subsequent events We have signed a full commercial agreement with Dallas Burston Ethitronix Limited in May 2018 for all other European territories as part of an equal joint venture agreement. The joint venture intends to seek sub-license rights opportunities to one or more leading companies in the diabetes monitoring space, to leverage their network, infrastructure and resources. On June 5, 2018, the three holders of our Series A Convertible Preferred Stock (the “Series A Preferred”) each delivered notices of conversion to voluntarily convert their Series A Preferred, in the aggregate amount of 137,324 shares, into 137,324,000 shares of our common stock. The holders had the right to voluntarily convert each share of Series A Preferred into 1,000 shares of common stock of the Company. As a result of the conversion, we currently have 205,000,000 shares of common stock outstanding. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Translation Rates | The translation rates are as follows for each year end to March 31: 2018 2017 2016 Year end GBP : US$ exchange rate 1:1.4033 1:1.2453 1:1.4318 Average period/yearly GBP : US$ exchange rate 1:1.3305 1:1.3146 1:1.5224 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | As of March 31, 2018, and March 31, 2017 property and equipment is summarized as follows. March 31, 2018 ($) March 31, 2017 ($) Fixtures and fittings 18,213 16,163 Less accumulated depreciation (12,443 ) (7,002 ) 5,770 9,161 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Finite-Lived Intangible Assets | As of March 31, 2018, and March 31, 2017 intangible assets are summarized as follows: March 31, 2018 ($) March 31, 2017 ($) Patents and licenses 323,987 244,457 Less accumulated amortization (72,888 ) (40,657 ) 251,099 203,800 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Related Party Transactions | Following is a summary of activity between the Company and Pharma and NDM for the years ended March 31, 2018, 2017 and 2016. These amounts are unsecured, interest free, and payable on demand. Year Ended March 31, 2018 ($) Year Ended March 31, 2017 ($) Year Ended March 31, 2016 ($) Balance due from Pharma and NDM at beginning of period (687,609 ) (494,145 ) 192,484 Amounts advanced to Pharma - - 58,197 Amounts received from Pharma (145,214 ) (2,480 ) (228,361 ) Reduction in prepayments to Pharma for clinical trials - - (247,596 ) Amounts invoiced by Pharma to DDL, NM and TCL (1) (842,739 ) (577,481 ) (331,714 ) Amounts invoiced by DDL to Pharma - 15,305 16,307 Amounts repaid by DDL to Pharma 1,096,767 249,060 - Amounts paid by DDL on behalf of Pharma 19,889 42,403 - Sale of fixed and intangible assets to Pharma and NDM - - 17,775 Foreign exchange differences (54,912 ) 79,729 28,763 Net balance due to Pharma and NDM at end of the period (613,818 ) (687,609 ) (494,145 ) (1) These amounts are included primarily in research and development expenses. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before Income Tax, Domestic and Foreign | For the years ended March 31, 2018, 2017 and 2016 loss before income tax expense (benefit) arose in the UK and U.S. Year ended March 31, 2018 2017 2016 $ $ $ Loss before income taxes arising in UK (1,353,243 ) (1,251,870 ) (1,300,468 ) Loss before income taxes arising in United States (467,206 ) (299,396 ) (239,169 ) Total loss before income tax (1,820,449 ) (1,551,266 ) (1,539,637 ) |
Reconciliation of effective tax rate | Reconciliation of our effective tax rate to loss to the statutory U.S federal tax rate is as follows: Year ended March 31, 2018 2017 2016 $ $ $ Loss before income taxes (1,820,449 ) (1,551,266 ) (1,539,637 ) Expected tax benefit (561,000 ) (31 %) (527,000 ) (34 %) (523,000 ) (34 %) Foreign tax differential 36,000 2 % 217,000 14 % 216,000 14 % Enhanced research and development (215,000 ) (12 %) (198,000 ) (13 %) (177,000 ) (11 %) Other 35,000 2 % - - - - Change in valuation allowance 705,000 39 % 455,000 29 % 484,000 31 % Actual income tax benefit - - - - - - |
Schedule of deferred income tax assets | The tax effects of the temporary differences that give rise to significant portions of deferred income tax assets are presented below: As of March 31, 2018 2017 $ $ Net operating tax loss carried forwards 2,229,000 1,818,000 Valuation allowance (2,229,000 ) (1,818,000 ) Net deferred tax assets - - |
QUARTERLY FINANCIAL INFORMATI23
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of consolidated quarterly financial information | The following is a summary of consolidated quarterly financial information: Quarter Ended 2018 June 30 Sept. 30 Dec. 31 March 31 Total revenue $ - $ - $ - $ - Loss from operations $ (417,320 ) $ (447,516 ) $ (476,353 ) $ (567,776 ) Net loss $ (407,787 ) $ (393,031 ) $ (466,365 ) $ (553,266 ) Basic and diluted loss per share $ * $ * $ * $ * Weighted average number of shares outstanding 205,000,000 205,000,000 121,411,478 150,070,400 Quarter Ended 2017 June 30 Sept. 30 Dec. 31 March 31 Total revenue $ - $ - $ - $ - Loss from operations $ (494,183 ) $ (322,482 ) $ (375,366 ) $ (359,235 ) Net loss $ (494,183 ) $ (322,482 ) $ (375,366 ) $ (359,235 ) Basic and diluted loss per share $ * $ * $ * $ * Weighted average number of shares outstanding 205,000,000 205,000,000 205,000,000 205,000,000 * less than $0.01 |
ORGANIZATION, PRINCIPAL ACTIV24
ORGANIZATION, PRINCIPAL ACTIVITIES AND MANAGEMENT'S PLANS (Details Narrative) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Disclosure Text Block [Abstract] | ||
Cash available on hand | $ 4,900,000 | $ 822,000 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Period End GBP/USD Exchange Rate [Membe] | |||
Exchange rate | 1.4033 | 1.2453 | 1.4318 |
Period Average GBP/USD Exchange Rate [Membe] | |||
Exchange rate | 1.3305 | 1.3146 | 1.5224 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Nov. 06, 2017 | Oct. 05, 2015 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 |
Fixed rate cash accounts | $ 4,900,000 | |||||
Impairment charges | $ 0 | $ 0 | $ 0 | |||
Conversion of common stock | 137,324,000 | |||||
Common stock converted into convertible Preferred Stock | 137,324 | |||||
Conversion basis | Each share of Series A Convertible Preferred Stock is convertible into 1,000 shares of the Company’s common stock. | |||||
Cancellation of common stock | 137,324,000 | |||||
Common Stock, Shares Issued | 67,676,000 | 205,000,000 | ||||
Common Stock, Shares Outstanding | 67,676,000 | 205,000,000 | ||||
Common Stock [Member] | ||||||
Anti-dilutive common stock | 10,000,000 | 10,000,000 | 10,000,000 | |||
Convertible Debt Securities [Member] | ||||||
Anti-dilutive common stock | 137,324,000 | 137,324,000 | 137,324,000 |
LICENSING AGREEMENT (Details Na
LICENSING AGREEMENT (Details Narrative) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Licensing Agreement Details Narrative | ||
Non-refundable, upfront cash payment | $ 1,403,000 | $ 1,245,000 |
Deferred revenue | $ 70,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Fixtures and fittings | $ 18,213 | $ 16,163 |
Less accumulated depreciation | (12,443) | (7,002) |
Property and equipment, net | $ 5,770 | $ 9,161 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Patents and licenses | $ 323,987 | $ 244,457 |
Less accumulated amortization | (72,888) | (40,657) |
Intangible assets | $ 251,099 | $ 203,800 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | Mar. 31, 2018USD ($) |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Estimated amortization expense | $ 22,000 |
Estimated amortization expense, year two | 22,000 |
Estimated amortization expense, year three | 22,000 |
Estimated amortization expense, year four | 22,000 |
Estimated amortization expense, year five | $ 22,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Balance due (to)/from Pharma and NDM at beginning of period | $ (687,609) | $ (494,145) | $ 192,484 |
Amounts advanced to Pharma | 0 | 0 | 58,197 |
Amounts received from Pharma | (145,214) | (2,480) | (228,361) |
Reduction in prepayments to Pharma for clinical trials | 0 | 0 | (247,596) |
Amount invoiced by Pharma to DDL, NM and TCL | (842,739) | (577,481) | (331,714) |
Amounts invoiced by DDL to Pharma | 0 | 15,305 | 16,307 |
Amounts repaid by DDL to Pharma | 1,096,767 | 249,060 | 0 |
Amounts paid by DDL on behalf of Pharma | 19,889 | 42,403 | 0 |
Sale of fixed and intangible assts to Pharma and NDM | 0 | 0 | 17,775 |
Foreign exchange differences | (54,912) | 79,729 | 28,763 |
Net balance due to Pharma and NDM at end of the period | $ (613,818) | $ (687,609) | $ (494,145) |
RELATED PARTY TRANSACTIONS (D32
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Research and development | $ 993,833 | $ 1,034,605 | $ 1,028,224 |
Related Company [Member] | |||
Research and development | $ 842,739 | $ 577,481 | $ 331,714 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
Loss before income taxes arising in UK | $ (1,353,243) | $ (1,251,870) | $ (1,300,468) | ||||||||
Loss before income taxes arising in United States | (467,206) | (299,396) | (239,169) | ||||||||
Total loss before income tax | $ (553,266) | $ (393,031) | $ (466,365) | $ (407,787) | $ (359,235) | $ (375,366) | $ (322,482) | $ (494,183) | $ (1,820,449) | $ (1,551,266) | $ (1,539,637) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (1,820,449) | $ (1,551,266) | $ (1,539,637) |
Expected tax benefit | (561,000) | (527,000) | (523,000) |
Foreign tax differential | 36,000 | 217,000 | 216,000 |
Enhanced research and development | (215,000) | (198,000) | (177,000) |
Other | 35,000 | 0 | 0 |
Change in valuation allowance | 705,000 | 455,000 | 484,000 |
Actual income tax benefit | $ 0 | $ 0 | $ 0 |
Expected tax benefit | (31.00%) | (34.00%) | (34.00%) |
Foreign tax differential | 2.00% | 14.00% | 14.00% |
Enhanced research and development | (12.00%) | (13.00%) | (11.00%) |
Other | 2.00% | 0.00% | 0.00% |
Change in valuation allowance | 39.00% | 29.00% | 31.00% |
Actual income tax benefit | 0.00% | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating tax loss carried forwards | $ 2,229,000 | $ 1,818,000 |
Valuation allowance | (2,229,000) | (1,818,000) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income tax rate | 31.00% | 34.00% | 34.00% |
US | |||
Income tax rate | 34.00% | ||
Net operating losses | $ 1,400,000 | ||
UK | |||
Income tax rate | 19.00% | ||
Net operating losses | $ 7,100,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 1 Months Ended |
Nov. 30, 2015USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of common stock issued | 5,000,000 |
Purchase of warrants | 10,000,000 |
Proceeds from issue of shares | $ | $ 10,000,000 |
Warrants exercisable | $ / shares | $ 0.50 |
QUARTERLY FINANCIAL INFORMATI38
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Loss from operations | (567,776) | (447,516) | (476,353) | (417,320) | (359,235) | (375,366) | (322,482) | (494,183) | (1,908,965) | (1,551,266) | (1,539,637) |
Net loss | $ (553,266) | $ (393,031) | $ (466,365) | $ (407,787) | $ (359,235) | $ (375,366) | $ (322,482) | $ (494,183) | $ (1,820,449) | $ (1,551,266) | $ (1,539,637) |
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding | 150,070,400 | 205,000,000 | 121,411,478 | 205,000,000 | 205,000,000 | 205,000,000 | 205,000,000 | 205,000,000 | 150,070,400 | 205,000,000 | 201,726,027 |