[X]
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
September 30, 2010
|
|
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|
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)
|
(I.R.S. Employer Identification No.)
|
10 High Court, Little Falls, NJ
|
07424
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number:
212 518-8474
|
Securities registered under Section 12(b) of the Exchange Act:
|
|
Title of each class
|
Name of each exchange on which registered
|
none
|
not applicable
|
Securities registered under Section 12(g) of the Exchange Act:
|
|
Title of each class
|
|
none
|
§
|
modular design for easier fabrication and superior storage
|
§
|
use of low-serum or serum-free media for better compliance with pharmaceutical standards for medical products
|
§
|
functional epidermal barrier at the time of grafting
|
§
|
sufficient versatility to allow simultaneous delivery of cells and drugs
|
§
|
compatible designs for gene therapy for future generations of products
|
§
|
engineered skin graft with dermal and epidermal components from autologous cells.
|
§
|
reduced pain and scarring from harvesting of donor sites
|
§
|
fewer surgeries to complete wound closure
|
§
|
shorter hospitalization
|
§
|
closure of non-healing wounds
|
§
|
less host rejection
|
§
|
less need for re-grafting
|
§
|
no need for immuno-suppression as with other therapies
|
§
|
protection for organs and tendons
|
§
|
a barrier for hormones or medicines
|
§
|
a protective healing agent for wounds
|
§
|
a carrier for stem cells
|
§
|
Plastic and reconstructive surgery
.
No clinical trials for PermaDerm
™ have been conducted.
Recent investigations, however, have demonstrated feasibility for use of PermaDerm
™
for reconstruction of scars in patients who have recovered from massive burn injuries. Because this is the same medical indication (>50% total body surface area burns) as the primary indication for acute burns, it is expected that the regulatory path may be expedited. In addition, research has demonstrated successful use of PermaDerm
™
for repair of congenital birth defects (giant nevus, amniotic constriction bands) in which skin grafts are required. These markets are expected to increase the sales of PermaDerm
™
beyond acute burns.
|
§
|
Licensed and joint-development products
. The platform technologies may also be applied to research and diagnostic products. An additional major market for cultured skin substitutes is safety testing of consumer products to replace the use of animal testing.
|
§
|
Burns and Plastic and Reconstructive Surgery
. Wound treatments with cultured skin substitutes have increased greatly in the years from 1985 to 2004. The potential market for treatment of severe burns in the US is currently estimated at $3 billion annually. Addition of markets for plastic and reconstructive surgery increases this potential market to greater than $4 billion.
|
§
|
Chronic Wounds
. Market potential greater than $7 billion annually exists for treatment of chronic wounds (leg ulcers, bed sores, diabetic ulcers). According to the National Pressure Ulcer Council (NPUC), chronic wounds have an incidence of 9% of the hospitalized population over 70 years old. At present, transplantation of cultured autologous (self donor) skin cells is not regulated by the FDA. However, combinations of skin cells with biopolymers are regulated as medical devices. Full market penetration will require FDA clearance of any regulated therapies.
|
§
|
Toxicology Testing
. Markets for toxicology are driven by new requirements for consumer products industries (drugs, soaps, lotions, cosmetics) to replace animals for safety testing of new products. Although the extent of testing performed by industry is proprietary, all new products are usually screened for dermal irritancy and corrosion before human testing is performed. Skin cultures have been shown to substitute for animals in certain aspects of safety testing. Particularly, percutaneous absorption (skin penetration) and release of inflammatory mediators can be measured with cultured skin. Validation of products is required for full market development.
|
§
|
Skin Research.
Our products are sufficiently advanced to begin immediate marketing to research laboratories in government, industry and academics. These markets are considered smaller than the toxicology or surgery markets, but are sufficiently large to generate revenues to partially support initial operations.
|
§
|
in consultation and cooperation with Lonza, examine ways to make sales for humanitarian use in advance of any FDA approval for general commercial sales;
|
§
|
incorporate data from Armed Forces Institute of Regenerative Medicine (AFIRM funding) to complete Pre-Market Approval application for FDA approval in adults;
|
§
|
initiate and complete a pivotal Phase III study in order to obtain full regulatory approval for the treatment of massive burns;
|
§
|
utilize the safety data already available to begin a pilot study in patients with chronic wounds;
|
§
|
develop a sound regulatory strategy to obtain approval for the treatment of chronic wounds and use in plastic surgery;
|
§
|
build a strong marketing and awareness strategy for the commercial sale of PermaDerm
™
upon FDA approval in target markets; and
|
§
|
Upon FDA approval, enhance our operations and sales staffing to support our commercial sales and growth.
|
§
|
Smith & Nephew Wound Management
|
§
|
Curative Health Services
|
§
|
Genzyme Biosurgery
|
§
|
Integra Life Sciences Corporation
|
§
|
LifeCell Corporation
|
§
|
Organogenesis Inc
|
§
|
Ortec International, Inc
|
§
|
Hy-Gene
|
Fiscal Year Ending September 30, 2010
|
||||
Quarter Ended
|
High $
|
Low $
|
||
September 30, 2010
|
2.20
|
0.0
|
||
June 30, 2010
|
N/A
|
N/A
|
||
March 31, 2010
|
N/A
|
N/A
|
||
December 31, 2009
|
N/A
|
N/A
|
Fiscal Year Ending September 30, 2009
|
||||
Quarter Ended
|
High $
|
Low $
|
||
September 30, 2009
|
N/A
|
N/A
|
||
June 30, 2009
|
N/A
|
N/A
|
||
March 31, 2009
|
N/A
|
N/A
|
||
December 31, 2008
|
N/A
|
N/A
|
1.
|
we would not be able to pay our debts as they become due in the usual course of business, or;
|
2.
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
|
Operating Expense
|
Amount
|
|
Professional Fees
|
$ | 351,332 |
Salaries and Other Compensation
|
$ | 124,653 |
Consulting
|
$ | 87,000 |
Office Expenses
|
$ | 33,687 |
Travel
|
$ | 27,334 |
Insurance
|
$ | 14,833 |
Website Expenses
|
$ | 14,798 |
Miscellaneous
|
$ | 25,507 |
Audited Financial Statements:
|
|
Statement of changes in stockholders’ equity (deficiency) for the period September 6, 2007 (inception date) through September 30, 2010 | |
ASSETS
|
September 30,
2010
|
September 30,
2009
|
|||
CURRENT ASSETS
|
|||||
Cash
|
$ | 4,564 | $ | - | |
Prepaid expenses and other current assets
|
25,970 | - | |||
Total current assets
|
30,534 | - | |||
Intangible assets
|
3,007,500 | - | |||
Total assets
|
$ | 3,038,034 | $ | - | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
|
|||||
CURRENT LIABILITIES
|
|||||
Accounts payable
|
$ | 221,762 | $ | - | |
Accrued expenses
|
138,985 | 1,000 | |||
Due to related party
|
318,789 | - | |||
Note payable
|
150,000 | - | |||
Due to officers
|
- | 15,500 | |||
Total current liabilities
|
829,536 | 16,500 | |||
Total liabilities
|
829,536 | 16,500 | |||
Commitments
|
|||||
STOCKHOLDERS' EQUITY (DEFICIENCY)
|
|||||
Preferred Stock, $0.001 par value 10,000,000 shares authorized; none outstanding
|
|||||
Common stock, $0.001 par value; 200,000,000,000 shares authorized;
86,406,257 and 73,100,000 issued and outstanding
|
86,407 | 73,100 | |||
Discount on common stock
|
- | (30,100) | |||
Additional paid-in capital
|
3,116,841 | - | |||
Deficit accumulated during development stage
|
(994,750) | (59,500) | |||
Total stockholders' equity (deficiency)
|
2,208,498 | (16,500) | |||
Total liabilities and stockholders' equity (deficiency)
|
$ | 3,038,034 | $ | - |
Year
Ended
|
Year
Ended
|
September 6, 2007
(Inception Date)
|
||||||
Revenues
|
$ | - | $ | - | $ | - | ||
Operating expenses
|
||||||||
General and administrative
|
679,144 | 11,000 | 738,644 | |||||
Total operating expenses
|
679,144 | 11,000 | 738,644 | |||||
Loss from operations
|
(679,144) | (11,000) | (738,644) | |||||
Other Income (Expenses)
|
||||||||
Interest expense, including amortization of
beneficial conversion feature
|
(256,106) | - | (256,106) | |||||
Total Other Income (Expenses)
|
(256,106) | - | (256,106) | |||||
Net loss
|
$ | (935,250) | $ | (11,000) | $ | (994,750) | ||
Basic and diluted loss per share:
|
$ | (0.01) | $ | 0.00 | ||||
Weighted average number of shares outstanding
|
||||||||
Basic and diluted
|
75,411,182 | 73,100,000 |
Preferred Stock
|
Common Stock
|
Discount
on
|
Additional
Paid-in
|
Deficit
Accumulated
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Common Stock
|
Capital
|
Stage
|
Total
|
||||||||||||||||||
Balances at September 6, 2007 (Inception Date)
|
- | $ | - | - | $ | - | $ | - | - | $ | - | $ | - | ||||||||||||
Issuance of common stock for cash
|
- | - | 73,100,000 | 73,100 | (30,100 | ) | - | - | 43,000 | ||||||||||||||||
Net loss
|
- | - | - | - | - | (4,000 | ) | (4,000) | |||||||||||||||||
Balances at September 30, 2007
|
- | - | 73,100,000 | 73,100 | (30,100 | ) | - | (4,000 | ) | 39,000 | |||||||||||||||
Net loss
|
- | - | - | - | - | - | (44,500 | ) | (44,500) | ||||||||||||||||
Balances at September 30, 2008
|
- | - | 73,100,000 | 73,100 | (30,100 | ) | - | (48,500 | ) | (5,500) | |||||||||||||||
Net loss
|
- | - | - | - | - | - | (11,000 | ) | (11,000) | ||||||||||||||||
Balances at September 30, 2009
|
- | - | 73,100,000 | 73,100 | (30,100 | ) | - | (59,500 | ) | (16,500) | |||||||||||||||
Shares issued for conversion of debt owed to stockholder
|
- | - | 7,650,000 | 7,650 | (5,400 | ) | - | - | 2,250 | ||||||||||||||||
|
|||||||||||||||||||||||||
Shares issued under Security Purchase Agreement
|
- | - | 4,035,524 | 4,036 | 35,500 | 2,093,356 | - | 2,132,892 | |||||||||||||||||
Shares issued for conversion of
|
|||||||||||||||||||||||||
Bridge Notes Payable
|
- | - | 1,612,903 | 1,613 | - | 748,387 | - | 750,000 | |||||||||||||||||
Shares issued for conversion of interest on
|
|||||||||||||||||||||||||
Bridge Notes Payable
|
- | - | 7,830 | 8 | - | 3,634 | - | 3,642 | |||||||||||||||||
Beneficial conversion feature on
|
|||||||||||||||||||||||||
Bridge Notes Payable
|
- | - | - | - | - | 251,214 | - | 251,214 | |||||||||||||||||
Forgiveness of officers' loans related to
sale of prior business
|
- | - | - | - | - | 20,250 | - | 20,250 | |||||||||||||||||
Net loss
|
- | - | - | - | - | - | (935,250 | ) | (935,250) | ||||||||||||||||
Balances at September 30, 2010
|
- | $ | - | 86,406,257 | $ | 86,407 | $ | - | 3,116,841 | $ | (994,750 | ) | $ | 2,208,498 |
Year
Ended
|
Year
Ended
|
September 6, 2007
(Inception Date)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$ | (935,250) | $ | (11,000) | $ | (994,750) | ||
Adjustments to reconcile net loss to net cash
used in operating activities:
|
||||||||
Amortization of beneficial conversion feature
|
251,214 | - | 251,214 | |||||
Changes in operating assets and liabilities
|
||||||||
Prepaid expenses and other current assets
|
(25,970) | - | (25,970) | |||||
Accounts payable
|
221,762 | - | 221,762 | |||||
Accrued expenses
|
141,627 | (4,500) | 142,627 | |||||
Net cash used in operating activities
|
(346,617) | (15,500) | (405,117) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Acquisition of intangible assets
|
(3,007,500) | - | (3,007,500) | |||||
Net cash used in investing activities
|
(3,007,500) | - | (3,007,500) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from the sale of common stock
|
2,502,025 | - | 2,545,025 | |||||
Payments of expenses relating to the sale of common stock
|
(369,133) | - | (369,133) | |||||
Proceeds from the issuance of notes payable
|
900,000 | - | 900,000 | |||||
Proceeds from advances from related party
|
318,789 | - | 318,789 | |||||
Proceeds from advances from officer
|
7,000 | 15,500 | 22,500 | |||||
Net cash provided by financing activities
|
3,358,681 | 15,500 | 3,417,181 | |||||
INCREASE IN CASH
|
4,564 | - | 4,564 | |||||
CASH - BEGINNING OF PERIOD
|
- | - | - | |||||
CASH - END OF PERIOD
|
$ | 4,564 | $ | - | $ | 4,564 | ||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Non-cash activities:
|
||||||||
Issuance of common stock for the conversion of
bridge notes and acrued interest
|
$ | 753,642 | $ | - | ||||
Forgiveness of amounts owed to former officers relating to the sale of prior business
|
$ | 20,250 | $ | - | ||||
Issuance of common stock for the conversion of
amounts owed to officer
|
$ | 2,250 | $ | - |
[1]
|
Adoption of FASB Accounting Standards Codification
|
[2]
|
Development Stage Activities and Operations:
|
[3]
|
Intangibles Assets:
|
[4]
|
Research and development:
|
[5]
|
Loss per Share:
|
[6]
|
Fair Value of Financial Instruments:
|
[7]
|
Use of Estimates:
|
[8]
|
Income Taxes:
|
[9]
|
Recently Issued Accounting Pronouncements:
|
[10]
|
Subsequent Events:
|
[1]
|
Agreement with Lonza Walkersville, Inc. (“Lonza”):
|
[2]
|
Agreement with KJR-10 Corp:
|
[1]
|
Bridge Notes:
|
1.
|
The Bridge Notes bear interest at 5% per annum.
|
2.
|
The maturity date of the Bridge Notes was the earlier of (i) six (6) months after the date of the disbursement and (ii) the closing of Transactions (as defined).
|
3.
|
Principal and accrued interest were payable at maturity.
|
4.
|
The principal and accrued interest were convertible into shares of the Company’s common stock by a conversion price equal to 75% of the price per share of common stock sold by the Company in the Security Purchase Agreement discussed below.
|
[2]
|
Demand Note:
|
[1]
|
Officers:
|
[2]
|
The Broadsmoore Group, LLC (“TBG”):
|
[1]
|
Authorized Shares:
|
[2]
|
Common Stock Issuances:
|
[3]
|
Treasury Stock:
|
[4]
|
2010 Incentive Plan:
|
[1]
|
Leases:
|
[2]
|
Employment agreements:
|
·
|
Mr. Hadsall will serve as Chief Operating Officer of our company for a period of three years;
|
·
|
Mr. Hadsall will earn a base salary of $120,000 for the first 12 months, and will be entitled to increases thereafter as determined by our board of directors;
|
·
|
Mr. Hadsall will be eligible for an annual bonus as determined by our board of directors; and
|
·
|
Mr. Hadsall will be entitled to participate in any employee benefit plans, as established by our board of directors.
|
·
|
Mr. Connell will serve as President of our company for a period of three years;
|
·
|
Mr. Connell will earn a base salary of $250,000 for the first 12 months, and will be entitled to increases thereafter as determined by our board of directors. (He agreed to a reduction in his salary to $125,000 until such time as we achieve a positive net income);
|
·
|
Mr. Connell will be eligible for an annual bonus as determined by our board of directors; and
|
·
|
Mr. Connell will be entitled to participate in any employee benefit plans, as established by our board of directors.
|
SUMMARY COMPENSATION TABLE
|
|||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
Siew Mee Fam
Former President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director
|
2010
2009
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Randall McCoy
Chief Executive Officer, Principal Executive Officer and Director
|
2010
2009
|
$30,000
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
$30,000
0
|
Joseph Connell
President
|
2010
2009
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
John J. Weber
Interim Chief Financial Officer, and Director
|
2010
2009
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Chris Hadsall
Chief Operating Officer
|
2010
2009
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
§
|
Mr. Hadsall will serve as Chief Operating Officer of our company for a period of three years;
|
§
|
Mr. Hadsall will earn a base salary of $120,000 for the first 12 months, and will be entitled to increases thereafter as determined by our board of directors;
|
§
|
Mr. Hadsall will be eligible for an annual bonus as determined by our board of directors; and
|
§
|
Mr. Hadsall will be entitled to participate in any employee benefit plans, as established by our board of directors.
|
§
|
Mr. Connell will serve as President of our company for a period of three years;
|
§
|
Mr. Connell will earn a base salary of $250,000 for the first 12 months, and will be entitled to increases thereafter as determined by our board of directors. (He agreed to a reduction in his salary to $125,000 until such time as we achieve a positive net income);
|
§
|
Mr. Connell will be eligible for an annual bonus as determined by our board of directors; and
|
§
|
Mr. Connell will be entitled to participate in any employee benefit plans, as established by our board of directors.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION AWARDS
|
STOCK AWARDS
|
||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Siew Mee Fam
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Randall McCoy
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Joseph Connell
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
John J. Weber
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Chris Hadsall
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTOR COMPENSATION
|
|||||||
Name
|
Fees Earned or
Paid in
Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Dr. Joseph Rubinfeld
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Dr. Craig Eagle
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Beneficial owner
|
Number of shares beneficially owned
(1)
|
Post-Offering Maximum Amount
(2)
|
Officers and Directors
|
||
Randall McCoy
|
44,021,640
|
52.77%
|
Joseph Connell
|
0
|
*
|
John J. Weber
|
0
|
*
|
Chris Hadsall
|
0
|
*
|
Richard Koeninger
|
0
|
*
|
Lauri-Ann Hahn
|
0
|
*
|
Joseph Rubinfeld
|
0
|
*
|
Craig Eagle
|
0
|
*
|
Officers and Directors collectively
|
44,021,640
|
52.77%
|
5 Percent Shareholders
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||
The Boardsmoore Group, LLC
711 Fifth Avenue
New York, NY 10022
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7,590,500
|
9.09%
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(1)
|
Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of common stock listed as owned by that person or entity.
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(2)
|
A total of 83,417,965 shares of the Company’s common stock are considered to be outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.
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Financial Statements for the Year Ended September 30
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Audit Services
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Audit Related Fees
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Tax Fees
|
Other Fees
|
2010
|
$28,000
|
$0
|
$0
|
$0
|
2009
|
$10,000
|
$0
|
$0
|
$0
|
(a)
|
Financial Statements and Schedules
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(b)
|
Exhibits
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Exhibit Number
|
Description
|
3.1
|
Articles of Incorporation, as amended
(1)
|
3.2
|
Bylaws, as amended
(1)
|
10.1
|
Release entered into by Susanna Hilario
(2)
|
10.2
|
Release entered into by Susanna Hilario
(2)
|
1
|
Incorporated by reference to the Registration Statement on Form SB-2 filed on October 25, 2006.
|
2
|
Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2010.
|
By:
|
/s/ Randall McCoy
|
Randall McCoy
President, Chief Executive Officer, Principal Executive Officer,
and Director
|
|
January 12, 2011
|
By:
|
/s/ Randall McCoy
|
Randall McCoy
President, Chief Executive Officer, Principal Executive Officer,
and Director
|
|
January 12, 2011
|
By:
|
/s/ John J. Weber
|
John J. Weber
Interim CFO and Director
|
|
January 12, 2011
|
By:
|
/s/ Dr. Joseph Rubinfeld
|
Dr. Joseph Rubinfeld
Director
|
|
January 12, 2011
|
By:
|
/s/ Dr. Craig Eagle
|
Dr. Craig Eagle
Director
|
|
January 12, 2011
|
Introduction
|
2
|
Section 1. Your Responsibilities
|
3
|
Section 2. Compliance with Law and This Code
|
4
|
Section 3. Conflicts of Interest
|
6
|
Section 4. Loans, Travel Advances, Use of Company Assets
|
7
|
Section 5. Protecting Company Information
|
8
|
Section 6. Disclosure, Financial Records, Accurate Record-Keeping And Retention of Records
|
9 |
Section 7. Gifts, Entertainment, Fair Dealing and Competition
|
11
|
Section 8. Waivers of the Code of Business Ethics, Compliance Procedures and Administration of the Code
|
12 |
Section 9. Company Resources for Guidance and Reporting
|
13
|
·
|
Aspire to act with integrity and honesty in all matters.
|
·
|
Follow the law wherever you are and in all material respects.
|
·
|
Keep accurate and timely financial and other records for both internal and external activities and transactions which fairly present the activities, transactions and the Company's financial position.
|
·
|
Use Company assets, including its facilities, computers, supplies, materials, telephones, and work time, for the benefit of the Company, not for personal gain or benefit.
|
·
|
Never bribe or improperly influence a government or regulatory official or agent.
|
·
|
Deal with customers, suppliers, vendors and all other third parties fairly and at arm's length.
|
·
|
Safeguard the Company's proprietary information and the information of customers, suppliers and vendors entrusted to you.
|
·
|
Refrain from behavior that harms the reputation of the Company.
|
·
|
Violations of this Code include direct violations as well as asking others to violate the Code or failing to cooperate in a Code investigation.
|
·
|
Violating the Code can result in disciplinary action. Discipline will depend on the facts and circumstances, and may include, alone or in combination, a letter of reprimand, demotion, suspension and even termination of employment and legal proceedings.
|
·
|
If you need guidance concerning this Code, Associates should contact Management or the Human Resources Department. Please review Section 9 to see how to contact these Company resources.
|
·
|
Do not disclose any material nonpublic information to anyone outside the Company, except when disclosure is required for business purposes and appropriate steps have been taken, such as through the execution of a nondisclosure agreement, to prevent misuse of the information.
|
·
|
Unauthorized use or distribution of material nonpublic information would not only violate Company policy but could also be illegal and result in civil or criminal penalties.
|
·
|
Associates trading in Regenicin stock while in possession of material, nonpublic information concerning Regenicin or providing any material nonpublic information to others so that they may trade in Regenicin stock is illegal and could result in civil and criminal prosecution and penalties.
|
·
|
Associates should treat the nonpublic information they receive from other companies confidentially. Any Associate with questions about the use of other companies' nonpublic information should contact Management or the Human Resources Department for guidance.
|
·
|
Associates should not answer questions from the media or financial analysts; refer all such inquiries to the CEO or CFO.
|
·
|
Comply with the Company's authorization procedures to ensure that the Company's transactions are properly authorized.
|
·
|
Keep records that accurately, fully and timely reflect material Company transactions.
|
·
|
Provide and disclose information concerning Company transactions, assets and obligations that is truthful and accurate and does not omit a fact that would alter the public's understanding or perception of the information.
|
·
|
comply with all required accounting procedures;
|
·
|
correctly and accurately identify and record all assets, liabilities, and revenues;
|
·
|
respond fully and accurately to internal and external auditors;
|
·
|
record and classify transactions in the appropriate accounting period and in the appropriate account and department;
|
·
|
support required estimates and accruals by appropriate documentation, based on good judgment.
|
·
|
Make any knowingly false or misleading accounting entries;
|
·
|
Make any knowingly false or misleading statements to internal or external auditors or knowingly omit or hold back information necessary to make the statements truthful;
|
·
|
Withhold information, books and records from internal or external auditors.
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended September 30, 2010 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: January 12, 2011
|
/s/ Randall McCoy
|
By: Randall McCoy
|
Title: Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended September 30, 2010 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: January 12, 2011
|
/s/ John J. Weber
|
By: John J. Weber
|
Title: Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) 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:
|
January 12, 2011
|
By:
|
/s/ John J. Weber
|
Name:
|
John J. Weber
|
Title:
|
Principal Financial Officer and Director
|
Date:
|
January 12, 2011
|