DanDrit Biotech USA, Inc. (Filer) CIK: 0001527728
v3.5.0.2
Document and Entity Information - USD ($)
12 Months Ended
Jun. 30, 2016
Sep. 25, 2016
Dec. 31, 2015
Document and Entity Information [Abstract]      
Entity Registrant Name DanDrit Biotech USA, Inc.    
Entity Central Index Key 0001527728    
Amendment Flag false    
Current Fiscal Year End Date --06-30    
Document Type 10-K    
Document Period End Date Jun. 30, 2016    
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 32,509,226
Entity Common Stock Shares Outstanding   9,533,290  
v3.5.0.2
Consolidated Balance Sheets - USD ($)
Jun. 30, 2016
Jun. 30, 2015
Current Assets:    
Cash (1) $ 23,368 $ 421,145
Cash held in escrow (2) 1,052,989
Other receivables 695,418 432,125
Prepaid expenses 13,693
Total Current Assets 732,479 1,906,259
Property and Equipment, net accumulated depreciation
OTHER ASSETS:    
Definite life intangible assets 135,743 164,046
Deposits 2,609 2,572
Total Other Assets 138,352 166,618
Total Assets 870,831 2,072,877
Current Liabilities:    
Notes payable - related party, current portion 102,882 100,614
Accounts payable - trade 1,087,758 512,783
Accounts payable - related party 97,357 366,035
Accrued expenses 220,232 16,305
Total Current Liabilities 1,508,229 995,737
Long Term Liabilities    
Notes payable - related Party
Total Long-Term Liabilities
Total Liabilities 1,508,229 995,737
STOCKHOLDERS' EQUITY (DEFICIT):    
Common stock; par value 0.0001, 100,000,000 shares authorized, 9,533,290 issued and outstanding at June 30, 2016 and 2015 953 953
Additional paid-in capital 25,098,050 25,098,050
Other comprehensive income, net 564,293 543,592
Accumulated Deficit (26,300,694) (24,565,455)
Total Stockholders' Equity (Deficit) (637,398) 1,077,140
Total Liabilities and Stockholders' (Deficit) $ 870,831 $ 2,072,877
v3.5.0.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2016
Jun. 30, 2015
Balance Sheet [Abstract]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 9,533,290 9,533,290
Common stock, shares outstanding 9,533,290 9,533,290
v3.5.0.2
Consolidated Statement of Operations - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Statement of Operations [Abstract]      
Net Sales $ 42,769
Cost of Goods Sold 65,932 5,275 295,661
Gross Profit (Loss) (65,932) 37,494 (295,661)
Operating Expenses:      
General and administrative expenses 739,189 1,229,865 1,644,918
Research and Development expenses 1,625,488 804,188
Depreciation and Amortization 7,973 27,395 18,981
Consulting expenses 295,983 96,976 469,666
Total Operating Expense 2,668,633 2,158,424 2,133,565
Loss from Operations (2,734,565) (2,120,930) (2,429,226)
Other Income (Expense)      
Interest (expense) 3,101 (2,364) (84,550)
Gain (loss) on currency transactions (315,846) (74,732) (40,583)
Interest and other income 5,937
Total Other Income (Expense) (312,745) (77,096) (119,196)
Loss Before Income Taxes (3,047,310) (2,198,026) (2,548,422)
Income Tax Expense (Benefit) (373,862) (462,787) (177,539)
Net Loss $ (2,673,448) $ (1,735,239) $ (2,370,883)
BASIC AND DILUTED LOSS PER SHARE $ (0.28) $ (0.18) $ (0.32)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC AND DILUTED 9,533,290 9,533,290 7,500,142
WEIGHTED AVERAGE BASIC AND DILUTED LOSS PER SHARE $ (0.28) $ (0.18) $ (0.32)
v3.5.0.2
Consolidated Statements of Other Comprehensive Loss - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Statements of Other Comprehensive Loss [Abstract]      
(Net Loss) $ (2,673,448) $ (1,735,239) $ (2,370,883)
(Currency Translation, Net of Taxes) 268,343 20,701 306,439
(Other Comprehensive Loss) $ (2,405,105) $ (1,714,538) $ (2,064,444)
v3.5.0.2
Consolidated Statement of Stockholders' (Deficit) - USD ($)
Total
Common Stock
Additional Paid in Capital
Accumulated Earnings (Deficit)
Other Comprehensive Income (loss)
Beginning Balance at Dec. 31, 2013   $ 600 $ 17,867,546 $ (19,521,126) $ (31,190)
Beginning Balance, Shares at Dec. 31, 2013   6,000,000      
To record the recapitalization of Subsidiary in connection with the February 12, 2014 Share Exchange Agreement where in the Dandrit Biotech USA Inc. ("Parent") issued 6,000,000 common shares to acquire Dandrit Biotech A/S ("Subsidiary") Dandrit Biotech USA Inc, (Formerly Putnam Hills Corp),   $ 204 (79,436)
To record the recapitalization of Subsidiary in connection with the February 12, 2014 Share Exchange Agreement where in the Dandrit Biotech USA Inc. ("Parent") issued 6,000,000 common shares to acquire Dandrit Biotech A/S ("Subsidiary") Dandrit Biotech USA Inc, (Formerly Putnam Hills Corp), Shares   2,040,000      
To record the issuance of 4,000 and 141,000 common shares on September 4, 2014 in connection Initial Public Offering valued at $5 per share or $4,000 and $141,000, respectfully. Net of stock offering cost of $67,000   $ 14 657,985
To record the issuance of 4,000 and 141,000 common shares on September 4, 2014 in connection Initial Public Offering valued at $5 per share or $4,000 and $141,000, respectfully. Net of stock offering cost of $67,000 ,Shares   145,000      
To record the issuance of 100 common shares on September 24, 2014 in connection Initial Public Offering valued at $5 per share or $500.   $ 0.01 500
To record the issuance of 100 common shares on September 24, 2014 in connection Initial Public Offering valued at $5 per share or $500. Shares   100      
To record the issuance of 889,690 common shares in October, 2014 in connection Initial Public Offering valued at $5 per share or $4,358,879 net of stock offering cost of $89,360   $ 89 4,359,001
To record the issuance of 889,690 common shares in October, 2014 in connection Initial Public Offering valued at $5 per share or $4,358,879 net of stock offering cost of $89,360, Shares   889,690      
To record the issuance of 58,500 common shares on November 13, 2014 in connection Initial Public Offering valued at $5 per share or $292,500.   $ 6 292,494
To record the issuance of 58,500 common shares on November 13, 2014 in connection Initial Public Offering valued at $5 per share or $292,500. Shares   58,500      
To record the issuance of 400,000 common shares on December 31, 2014 in connection private placement valued at $5 per share or $2,000,000.   $ 40 1,999,960
To record the issuance of 400,000 common shares on December 31, 2014 in connection private placement valued at $5 per share or $2,000,000. Shares   400,000      
Rounding   2
Equity Adjustment for Foreign Currency Translation $ (306,439)       306,439
Net Loss (2,370,883) (2,370,883)
Ending Balance at Dec. 31, 2014   $ 953 25,098,050 (21,892,007) 275,249
Ending Balance, Shares at Dec. 31, 2014   9,533,290      
Equity Adjustment for Foreign Currency Translation (268,343)       268,343
Net Loss (2,673,448) (2,673,448)
Ending Balance at Jun. 30, 2015 1,077,140 $ 953 25,098,050 (24,565,455) 543,592
Ending Balance, Shares at Jun. 30, 2015   9,533,290      
Equity Adjustment for Foreign Currency Translation (20,701)       20,701
Net Loss (1,735,239)     (1,735,239)  
Ending Balance at Jun. 30, 2016 $ (637,398) $ 953 $ 25,098,050 $ (26,300,694) $ 564,293
Ending Balance, Shares at Jun. 30, 2016   9,533,290      
v3.5.0.2
Consolidated Statement of Stockholders' (Deficit) (Parenthetical) - USD ($)
1 Months Ended 12 Months Ended
Nov. 13, 2014
Sep. 04, 2014
Oct. 31, 2014
Sep. 24, 2014
Dec. 31, 2014
Statement of Stockholders' Equity [Abstract]          
Issuance of common shares 58,500 4,000 889,690 100  
Issuance of common shares one   141,000      
Issuance of common shares value   $ 4,000      
Issuance of common shares value one   $ 141,000      
Issuance of Public Offering cost $ 292,500   $ 4,358,879 $ 500  
Public offering value per share $ 5 $ 5 $ 5 $ 5  
Net of stock offering cost   $ 67,000 $ 89,360    
Issuance of common shares two         400,000
Private placement value per share         $ 5
Private Placement Value         $ 2,000,000
v3.5.0.2
Consolidated Statement of Cash Flows - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Cash Flows from Operating Activities:      
Net (Loss) $ (2,673,448) $ (1,735,239) $ (2,370,883)
Adjustments to reconcile net (loss) to net cash provided (used) by operations:      
Depreciation and amortization 22,368 27,395 45,201
Accrued Interest on Notes Payable - Related Party 2,126 2,354  
Changes in assets and liabilities:      
(Increase) decrease in other receivable, (424,109) (263,293) 17,440
(Increase) decrease in prepaid expenses & deposits 4,574 (13,730) 22,988
Increase (decrease) in accounts payable (198,666) 574,975 162,950
Increase (decrease) in accounts payable - related party 153,597 (268,678) 212,438
Increase (decrease) in accrued expenses (717,521) 203,927 (124,309)
Total Adjustments (1,157,631) 262,950 336,708
Net Cash (Used) by Operating Activities (3,831,079) (1,472,289) (2,034,175)
Cash Flows from Investing Activities:      
Net decrease (increase) in cash held in escrow 976,513 1,052,989 (1,952,034)
Net Cash Used by Investing Activities 976,513 1,052,989 (1,952,034)
Cash Flows from Financing Activities:      
Proceeds from notes payable - related party 814,291
Proceeds from stock sales 7,377,089
Payment of stock offering costs (89,360)
Payments on notes payable - related party (1,432,213)
Net Cash Provided by Financing Activities 6,669,807
(Gain) loss on Currency Translation 266,880 21,523 306,439
Net Increase (Decrease) in Cash and Cash Equivalents (2,587,686) (397,777) 2,990,037
Cash and Cash Equivalents at Beginning of Period 3,008,831 421,145 18,794
Cash and Cash Equivalents at End of Period 421,145 23,368 3,008,831
Cash paid during the year for      
Interest 1,467 82,816
Income Taxes
v3.5.0.2
Summary of Significant Accounting Policies
12 Months Ended
Jun. 30, 2016
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business and Basis of Presentation - DanDrit Biotech USA, Inc. (“DanDrit USA”, the “Company”, “we”, “us”, “our”) (formerly Putnam Hills Corp) was originally incorporated in the state of Delaware on January 18, 2011 as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business.

 

DanDrit BioTech A/S, a Danish Corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) a 96.92% owned subsidiary of the Company. The Company engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer using the dendritic cell technology.

 

Year End - In June 2015, DanDrit’s board of directors approved a change to DanDrit’s fiscal year end from December 31 to June 30.  

 

Reverse Acquisition - On February 12, 2014, pursuant to the Share Exchange Agreement (the "Share Exchange Agreement"), DanDrit USA completed the acquisition of 100% of the issued and outstanding capital stock of DanDrit Denmark (the “Share Exchange”) and as a result became DanDrit Denmark’s parent company (the “Parent”). Prior to the Share Exchange there were 5,000,000 shares of the common stock, par value $.0001 per share (the “Common Stock”) of Parent outstanding. Parent and an existing shareholder agreed to cancel 4,400,000 shares of its Common Stock and issued 1,440,000 shares of Common Stock for legal and consulting services related to the Share Exchange and a future public offering. At the time of the Share Exchange each outstanding share of common stock of DanDrit Denmark was exchanged for 1.498842 shares of Parent’s Common Stock, for a total of 6,000,000 shares, resulting in 8,040,000 shares of the Parent’s Common Stock outstanding immediately following the Share Exchange, including 185,053 shares of Common Stock reserved for issuance in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark to the DanDrit Denmark shareholders who have not consented to the Share Exchange (the “Non-Consenting Shareholders”) , and deemed issued and outstanding for accounting purposes.

 

Consolidation - For the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014, the consolidated financial statements include the accounts and operations of the DanDrit Denmark, and the accounts and operations of DanDrit USA. All material inter-company transactions and accounts have been eliminated in the consolidation.

 

Functional Currency / Foreign currency translation - The functional currency of DanDrit Biotech A/S is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014 Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred. 

 

Cash and Cash Equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in a financial institution in the United States in excess of federally insured States amounts at June 30, 2016 and 2015 of $0 and $0, respectively. In May 2015 mostly of the cash balances were transferred to a financial institution in Denmark and a trust account at the Lett Law firm. At June 30, 2016 and 2015 we had cash and cash held in escrow balances of $23,368 and $1,474,134, respectively.

 

Property and Equipment - Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to six years (See Note 3).  


Intangible Assets - Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, (“ASC”) Topic 350, “Goodwill and Other Intangible Assets” and amortized the patents on a straight line basis over the estimated useful life of twenty years. Costs incurred in relation to patent applications are capitalized cost and amortized over the estimated useful life of the patent. If it is determined that a patent will not be issued, the related remaining patent application costs are charged to expense.

 

Impairment of Long-Lived Assets - Long-lived assets, such as property, plant, and equipment and patents are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

 

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

 

Revenue Recognition and Sales - The Company’s sales of its MelCancerVac colorectal cancer treatment have been limited to a compassionate use basis in Singapore after stage IIA trials and is not approved for current sale for any other use or location. The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of the resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer.

 

Value Added Tax - In Denmark, Value Added Tax (“VAT”) of 25% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. VAT of 25% is also paid to Danish and EU vendors on invoices. These amounts are refundable from the respective governmental authority and recorded as other receivables in the accompanying financial statements.

 

Research and Development Expenses - The Company expenses research and development expenses incurred in formulating, improving, validating and creating alternative or modified processes related to and expanding the use of our MAGE –A dendrite cell cancer therapy. Research and development expenses were included in operating expenses for the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014 with the amount of $804,188 $1,625,488 and $0, respectably.

 

Our research and development expenses may fluctuate substantially from quarter to quarter depending on the clinical studies and the timing of samples supporting the clinical studies.

 

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

  

Loss Per Share - The Company calculates earnings/(loss) per share in accordance with FASB ASC 260 Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised.

 

Derivatives - We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as debt financing arrangements with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value.

 

We estimate fair values of all derivative instruments, such as embedded conversion features utilizing Level 3 inputs (defined below in Note 1: Fair Value of Financial Instruments). We use the Black-Scholes option valuation technique because it embodies all of the requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the market price of our common stock, which have historically had high volatility. Since derivative financial instruments are initially and subsequently carried at fair value, our income will reflect the volatility in these estimate and assumption changes.

   

We report our derivative liabilities at fair value on the balance sheets. As of June 30, 2016 and 2015, we had no derivative liabilities.

 

Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

  Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

  Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

  Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities.

  

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated.

 

Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year; accordingly, the new standard is effective for us beginning in the first quarter of 2018 and we expect to adopt it at that time. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method, nor have we determined the impact of the new standard on our consolidated financial statements.

 

In 2015, the FASB issued an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current. The amended standard is effective for us beginning in the first quarter of 2017; early adoption is permitted and we are evaluating whether we will early adopt. The amended standard may be adopted on either a prospective or retrospective basis. We do not expect that the adoption of this standard will have a significant impact on our financial position or results of operations.

 

In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements. 

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

Reclassification - The financial statements for the six months ended June 30, 2015 and year ended December 31, 2014 have been reclassified to conform to the headings and classifications used in the June 30, 2016 financial statements.

v3.5.0.2
Going Concern
12 Months Ended
Jun. 30, 2016
Going Concern [Abstract]  
GOING CONCERN

NOTE 2 — GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred significant losses, has not yet been successful in establishing profitable operations and has short-term obligations in excess of anticipated cash. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management plans to mitigate this doubt by raising additional funds through debt and/or equity offerings and by substantially increasing sales once approval for the Company’s product is obtained. The Company is attempting to raise $15,000,000 or more through a private placement offering and close the acquisition of OncoSynergy, Inc. The Company has subsequently received a commitment for a $500,000 investment, a commitment for a DKK 1,000,000 $153,750 1% convertible note and DKK 3,400,000 approximately $511,275, in 1% convertible notes payable maturing December 31, 2017. The closing of the private placement is contingent on the closing of the acquisition of the assets of OncoSynergy, Inc.There is no assurance that the Company will be successful in raising additional funds through the debt or equity or achieving profitable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

v3.5.0.2
Property and Equipment
12 Months Ended
Jun. 30, 2016
Property and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 3 — PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following at June 30, 2016 and 2015:

 

    Useful Life   June 30, 
2016
    June 30, 
2015
 
Lab equipment and instruments   4-6   $ 163,959     $ 164,778  
Computer equipment   4-6     56,155       56,436  
          220,114       221,214  
Less Accumulated Depreciation         (220,114 )     (221,214 )
Net Property and Equipment       $ -     $ -  

 

Depreciation expense amounted to $0 for the year ended June 30, 2016, $0 for the six months ended June 30, 2015, and $0 for the year ended December 31, 2014. The Company’s property and equipment is held as collateral on the notes payable related party.

v3.5.0.2
Definite-Life Intangible Assets
12 Months Ended
Jun. 30, 2016
Definite-Life Intangible Assets [Abstract]  
DEFINITE-LIFE INTANGIBLE ASSETS

NOTE 4 — DEFINITE-LIFE INTANGIBLE ASSETS  

 

At June 30, 2016 and 2015, definite-life intangible assets, net of accumulated amortization, consist of patents on the Company’s products and processes of $135,743 and $164,046, respectively. The patents are recorded at cost and amortized over twenty years from the date of application. Amortization expense for the year ended June 30, 2016 was $27,395, including $12,048 in losses on abandoned assets. Amortization expense for the six months ended June 30, 2015 was $7,973. Amortization expense for the year ended December 31, 2014 was $18,981. Expected future amortization expense for the years ended are as follows:

 

Year ending June 30,      
2017   $ 14,794  
2018     14,794  
2019     14,794  
2020     14,835  
2021     14,794  
Thereafter     61,732  
    $ 135,743  
 
v3.5.0.2
Notes Payable - Related Party
12 Months Ended
Jun. 30, 2016
Notes Payable - Related Party [Abstract]  
NOTES PAYABLE - RELATED PARTY

NOTE 5 — NOTES PAYABLE – RELATED PARTY

 

Notes payable to related parties consists of the following as of June 30, 2016 and 2015:

 

    June 30,
2016
    June 30,
2015
 
Non-Interest Bearing Loan Payable Sunrise Financial Group Inc.   $ 38,235     $ 38,235  
Note Payable ML Group     17,414       17,500  
6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC     47,233       44,879  
Total Notes Payable – Related Party     102,882       100,614  
Less Current Maturities     (102,882 )     (100,614 )
Note Payables – Related Party Long Term   $ -     $ -  

 

The following represents the future maturities of long-term debt as of June 30, 2016:

 

Year ending June 30,      
2017     102,882  
2018     -  
2019     -  
2020     -  
2021     -  
Thereafter     -  
    $ 102,882  

As of June 30, 2015, the outstanding balance of $38,235 for professional fees paid by a shareholder and amounts advanced to the Parent are reported as notes payable - related party. The $38,235 notes payable were acquired in the reverse acquisition. The amounts are unsecured, non-interest bearing and have no stipulated repayment terms.

 

A 6% promissory note payable to NLBDIT 2010 Enterprises, LLC, an entity controlled by a shareholder of the Company, was acquired by the Company in the reverse acquisition, payable on February 12, 2014 upon the completion date of the Share Exchange.  As of June 30, 2016, the outstanding balance on the note, including accrued interest, was $47,233. During the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014 the Company recorded related party interest on the note of $2,354, $1,164 and $2,126, respectively.

v3.5.0.2
Derivative Liabilities
12 Months Ended
Jun. 30, 2016
Derivative Liabilities [Abstract]  
DERIVATIVE LIABILITIES

NOTE 6 — DERIVATIVE LIABILITIES

 

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has entered into certain other financial instruments and contracts, such as debt financing arrangements with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value.

 

The fair value of the shares to be issued upon conversion of the debt financing is recorded as a derivative liability, with the change in the fair value recorded as a gain or loss in the accompanying statement of operations As of June 30, 2016 and 2015 the Company did not have any convertible debt financing or derivative liabilities.  The Company has subsequently entered into convertible debt financing agreements See Note 14.

v3.5.0.2
Leases
12 Months Ended
Jun. 30, 2016
Leases [Abstract]  
LEASES

NOTE 7 — LEASES

 

Operating Leases — The Company leases laboratory and production space under operating lease agreements which can be cancelled with 3 months’ notice.  The lease calls for monthly payments of DKK 6,300 (approximately $937 at June 30, 2016).

 

On March 27, 2014, the Company entered into an operating lease agreement for office space from a related party. The Lease calls for monthly payments of DKK 10,000 (approximately $1,496), increasing to DKK 20,000 (approximately $2,992) on July 1, 2014. The lease was terminated on May 31, 2015.

 

On March 25, 2015, the Company entered into an agreement for use of virtual office space at a rate of $375/month on a month-to-month basis, which can be terminated by either party on one month’s notice.

 

Lease expense charged to operations was $15,744, $20,800 and $32,297 for the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014, respectively.

v3.5.0.2
Income Taxes
12 Months Ended
Jun. 30, 2016
Income Taxes [Abstract]  
INCOME TAXES

NOTE 8 — INCOME TAXES

 

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes; which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined.

 

As of June 30, 2016 and 2015, the Company had net operating loss carryforwards of approximately $10,136,400 and $10,311,877, respectively, giving rise to deferred tax assets of $2,230,008 and $2,268,613, respectively for Danish tax purposes which do not expire.

 

As of June 30, 2016 and 2015, the Company had net operating loss carryforwards of approximately $934,920 and $784,011, respectively, giving rise to deferred tax assets of $328,072 and $266,564, respectively for United States tax purposes which expire in 2036.

 

The Company files Danish and US income tax returns, and they are generally no longer subject to tax examinations for years prior to 2008 for their Danish tax returns and 2012 for their US tax returns.

 

The temporary differences, tax credits and carry forwards gave rise to the following deferred tax asset (liabilities) at June 30, 2016 and 2015:

 

    June 30,  
    2016     2015  
Excess of Tax over book depreciation Fixed assets   $ 7,660     $ 10,240  
Excess of Tax over book depreciation Patents     870       5,560  
Net Operating Loss Carryforward     2,558,080       2,535,177  
Valuation Allowance     (2,566,610 )     (2,550,977 )
Total Deferred Tax Asset (Liabilities)   $ -     $ -  

 

In accordance with prevailing accounting guidance, the Company is required to recognize and disclose any income tax uncertainties. The guidance provides a two-step approach to recognize and disclose any income tax uncertainties. The guidance provides a two-step approach to recognizing and measuring tax benefits and liabilities when realization of the tax position is uncertain. The first step is to determine whether the tax position meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which can be difficult to determine and can only be estimated. Management estimates that it is more likely than not that the Company will not generate adequate net profits to use the deferred tax assets; and consequently, a valuation allowance was recorded for all deferred tax assets.

  

A reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate is as follows for the year ended June 30, 2016, six months ended June 30, 2015, and year ended December 31, 2014:

 

    June 30,     December 31,  
    2016     2015     2014  
Computed Tax at Expected Statutory Rate   $ (747,329 )   $ (1,036,085 )   $ (866,463 )
Non-US Income Taxed at Different Rates     236,700       319,541       255,356  
Non-Deductible expenses / other items     32,209       -      

(3,063

) 
Valuation allowance     15,633       342,683       436,631  
Income Tax Expense   $ (462,787 )   $ (373,862 )   $

(177,539

) 

 

The components of income tax expense (benefit) from continuing operations for the year ended June 30, 2016, six months ended June 30, 2015, and for the year ended December 31, 2014 consisted of the following:

 

    June 30,     December 31,  
Current Tax Expense   2016     2015     2014  
Danish Income Tax (Credits)   $ (462,787 )   $ (373,862 )   $ (177,539 )
Deferred Income Tax Expense (Benefit)                        
Excess of Tax over Book Depreciation Fixed Assets     2,580       2,471       19,259  
Excess of Tax over Book Depreciation Patents     4,690       5,470       67,488  
Net Operating Loss Carryforwards     (22,903 )     (342,683 )     (523,378 )
Change in the Valuation allowance     15,633       334,742       436,631  
Total Deferred Tax Expense   $ -     $ -     $ -  

 

Deferred income tax expense/(benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income.

v3.5.0.2
Loss Per Share
12 Months Ended
Jun. 30, 2016
Loss Per Share [Abstract]  
LOSS PER SHARE

NOTE 9 — LOSS PER SHARE

 

The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of potential dilutive common stock for the year ended June 30, 2016, six months ended June 30, 2015, and year ended December 31, 2014:

 

    For the Year Ended     For the Six Months Ended     For the Year Ended  
    June 30,     June 30,     December 31,  
    2016     2015     2014  
Net (Loss)   $ (1,735,239 )   $ (2,673,448 )   $ (2,370,883 )
Weighted average number of common shares used in basic earnings per share     9,533,290       9,533,290       7,500,142  
Effect of dilutive securities, stock options and warrants     -       -       -  
Weighted average number of common shares and potential dilutive common shares outstanding used in dilutive earnings per share     9,533,290       9,533,290       7,500,142  

 

For the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014, the Company had no options outstanding to purchase common stock of the Parent.

 

The Company subsequently issued four convertible notes payable totaling $360,900 and a commitment for a $150,375 convertible note which are convertible into 255,637 common shares. The Company issued 900,000 stock options to purchase shares at $2.00 per share.

v3.5.0.2
Stockholders' Equity
12 Months Ended
Jun. 30, 2016
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 10 — STOCKHOLDERS’ EQUITY

 

Common Stock  — The Company has 100,000,000 authorized shares of Common stock $0.0001.  As of June 30, 2016 and 2015 there were 9,533,290 shares issued and outstanding.

 

Share Exchange Agreement Reverse Acquisition  - On February 12, 2014, in accordance with the terms and conditions of a Share Exchange Agreement (the "Share Exchange Agreement"), we completed the acquisition of approximately 100% of the issued and outstanding capital stock  of  DanDrit Denmark (the “Share Exchange”) and as a result became DanDrit Denmark’s parent company (the “Parent”). In connection with the Share Exchange, each outstanding share of common stock of DanDrit Denmark was exchanged for 1.498842 shares of DanDrit USA’s common stock, par value $.0001 per share (the “Common Stock”) for an aggregate of 6,000,000 shares, including 185,053 shares of Common Stock reserved for issuance, in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark, to the DanDrit Denmark shareholders who did not consent to the Share Exchange and deemed issued and outstanding for accounting purposes. In addition, in connection with the Share Exchange (1) the sole shareholder prior to the Share Exchange agreed to cancel 4,400,000 shares of outstanding Common Stock owned by it and (2) the board of directors and executive management of DanDrit Denmark was appointed to serve as the Board of Directors and executive management of DanDrit USA effective upon the resignation of the sole officer and director of DanDrit USA prior to the closing of the Share Exchange.

 

Common Stock Issuances – On December 31, 2014, the Company received $2,000,000 in connection with a private offering of 400,000 shares of common stock at an offering price of $5.00 per share.

 

During the year ended December 31, 2014, pursuant to the Company’s offering up to $12,000,000 (2,400,000 shares) of common stock at an offering price of $5.00 per share in an initial public offering pursuant to a registration statement effective on August 12, 2014, the Company sold 1,093,290 shares of common stock for gross proceeds of $5,466,450 less offering costs of $156,360.

 

Voting-  Holders of the Company’s common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

 

Dividends- Holders of the Company’s common stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available.

 

Liquidation Rights- In the event of any liquidation, dissolution or winding-up of affairs of the Company, after payment of all of our debts and liabilities, the holders of the Company’s common stock will be entitled to share ratably in the distribution of any of our remaining assets.

v3.5.0.2
Commitments and Contingencies
12 Months Ended
Jun. 30, 2016
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

Shares held for non-consenting shareholders – In connection with the Share Exchange agreement certain shareholders of Dandrit Denmark had not been identified or did not consent to the exchange of shares. In accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark, the Non-Consenting Shareholders that did not exchange the DanDrit Denmark equity interests owned by such Non-Consenting Shareholders for shares of the Company, will be entitled to receive up to 185,053 shares of common stock of the Company that each such Non-Consenting Shareholder would have been entitled to receive if such shareholder had consented to the Share Exchange. The 185,053 shares have been reflected as issued and outstanding in the accompanying financial statements.

 

Clinical Trial Agreements – The Company’s subsidiary, DanDrit Biotech A/S signed a contract of collaboration with the University Hospital IRCCS “San Martino” - IST – National Institute for Cancer Research, known as the San Martino Hospital of Genoa. Dr. Alberto Sobrero, the Head of the Medical Oncology Unit at the San Martino Hospital, is principal investigator of the randomized multicenter study. The collaboration relates to a Phase III adjuvant study of DanDrit’s vaccine in patients with no evident disease (“NED”) stage IV colorectal cancer (“CRC”). The primary goal of the study is to evaluate the efficacy of DanDrit’sMelCancerVac® (“MCV”) in stage IV CRC patients rendered disease free after the completion of standard treatments in accordance with local practices.

 

On April 28, 2015 the Company entered into a service agreement with Fondazione Giscad per la Ricerca sui Tumori to support Dandrit in a clinical trial to be conducted in Italy

 

Patient Name Use Program Agreements - On December 16, 2013, DanDrit Denmark entered into an agreement with a Dutch company (the “MCV Partner”) regarding a Patient Name Use Program (PNU) for the Company’s MCV.  This program will allow DanDrit Denmark to sell MCV for a year of treatment (10 vaccines) to cancer patients through the MCV Partner.  The MCV Partner offers a worldwide online platform providing access to non-registered medicines for patients with life threatening diseases. The MCV Partner is a turnkey solution and will be in charge of regulatory, recruitment, logistics, and pharmaco vigilance.   The Company will pay the MCV Partner a royalty on a country to country basis for 20 years on MCV sales sold under the agreement. Either party may terminate the agreement with 180 day written notice.

 

On April 23, 2015, the Company entered into a collaboration agreement with Riyadh Pharma in Saudi Arabia to promote cooperation in the manufacturing and marketing of DanDrit's dendritic cell cancer vaccine.

 

Manufacturing agreements - On January 28, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the MCV Cancer vaccine.

 

On August 8, 2014, the Company entered into an agreement with Cellin Technologies for the manufacture of the Melanoma Cell Lysate.

 

Food and Drug Administration (FDA) - The FDA has extensive regulatory authority over biopharmaceutical products (drugs and biological products), manufacturing protocols and procedures and the facilities in which they will be manufactured. Any new bio product intended for use in humans is subject to rigorous testing requirements imposed by the FDA with respect to product efficacy and safety, possible toxicity and side effects. FDA approval for the use of new bio products (which can never be assured) requires several rounds of extensive preclinical testing and clinical investigations conducted by the sponsoring pharmaceutical company prior to sale and use of the product. At each stage, the approvals granted by the FDA include the manufacturing process utilized to produce the product. Accordingly, the Company’s cell systems used for the production of therapeutic or bio therapeutic products are subject to significant regulation by the FDA under the Federal Food, Drug and Cosmetic Act, as amended.

 

Product liability - The contract production services for therapeutic products offered exposes an inherent risk of liability as bio therapeutic substances manufactured, at the request and to the specifications of customers, could foreseeably cause adverse effects. The Company seeks to obtain agreements from contract production customers indemnifying and defending the Company from any potential liability arising from such risk. There can be no assurance, however, that the Company will be successful in obtaining such agreements in the future or that such indemnification agreements will adequately protect the Company against potential claims relating to such contract production services. The Company may also be exposed to potential product liability claims by users of its products. A successful partial or completely uninsured claim against the Company could have a material adverse effect on the Company’s operations.

 

Employment Agreements - The Company and its Subsidiary have employment agreements with officers of the Company.

  

Contingencies - The Company is from time to time involved in routine legal and administrative proceedings and claims of various types.  While any proceedings or claim contains an element of uncertainty, management does not expect a material impact on our results of operations or financial position.

 

Consulting Agreement — As of December 11, 2014, the Company entered into an agreement with Northern Biotech Fund SARL, an entity controlled by a shareholder of the Company. Northern Biotech Fund SARL provides consulting services to the Company in connection with planning and structuring a fund raising for the Company. In 2014 consultancy expenses were $148,395 and for the six month ended June 30, 2015 the consultancy expenses were $240,000.

v3.5.0.2
Related Party Transactions
12 Months Ended
Jun. 30, 2016
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 12 — RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2014 and 2013, the Company entered into various notes payable with shareholders of the Company, the notes were repaid during 2014.

 

On March 27, 2014 the Company entered into an operating lease agreement for office space from a shareholder of the Company (See Note 7). During the six months ended June 30, 2015 the Company paid the related party $14,500. During the year ended December 31, 2014, the Company paid the related party $23,152. The lease was terminated on May 31, 2015.

 

During the six months ended June 30, 2015 and during the year ended December 31, 2014, JARO Holding ApS owned by a director of the Company, provided medical consultancy services to the Company. During year ended June 30, 2016, the six months ended June 30, 2015, and year ended December 31, 2014, the Company recorded medical consultancy expense of $44.620, $44,886, and $29,925, respectively.

 

In June, 2015 the Company paid DKK50.000 ($7,499) to Paseco ApS for consultancy services provided in June 2015.

 

During the year ended June 30, 2016, six months ended June 30, 2015 and the year ended December 31, 2014, a law firm partially owned by the Company’s Chairman of the Board of Directors provided legal services to the Company and recorded legal expense of $105,107, $132,414 and 288,546, respectively. At June 30, 2016 and 2015, the Company had a payable to the firm in the amount of $97,357 and $366,035. At June 30, 2016 and 2015, the Company had an escrow account of $0 and $1,052,989 with the Lett Law Firm

v3.5.0.2
Asset Purchase Agreement
12 Months Ended
Jun. 30, 2016
Asset Purchase Agreement [Abstract]  
ASSET PURCHASE AGREEMENT

NOTE 13 — ASSET PURCHASE AGREEMENT

 

During April 2016 the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) wherein the Company will acquire OncoSynergy, Inc. The purchase price for the acquisition consists of (i) a number of shares of Common Stock of the Company equal to the number of shares of Series A Common Stock and Common Stock outstanding of the OncoSynergy, Inc. immediately prior to the closing of the Transaction, and (ii) derivative securities (including any option, right, warrant, call, convertible security, right to subscribe, conversion right or other agreement or commitment immediately outstanding prior to the closing, if any), of like tenor, except as to timing of exercisability and maturity, exercisable or convertible into a like number of shares of Common Stock, and having rights, preferences, terms and conditions consistent in all other respects with such outstanding derivative security. Immediately following the closing it is estimated OncoSynergy, Inc. will hold between 33% and 40% of the capital stock of the Company on a fully diluted basis, assuming the exercise or conversion in full of all outstanding derivative securities of the Dandrit BioTech USA, Inc.

v3.5.0.2
Subsequent Event
12 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENT

NOTE 14 — SUBSEQUENT EVENT

 

The Company’s management reviewed material events through September 28, 2016.

 

Convertible Notes Payable - On July 1, 2016, the Company entered into a 1% convertible notes for DKK400,000 (approximately $60,150), with a shareholder of the Company. The note matures December 31, 2017. The note is convertible into common shares at $2.00 per share. The Company will recorded a discount on the notes for the conversion feature and a derivative liability based on the fair value of the conversion feature using the Black Scholes Option Pricing Model. The discount will be amortized as interest expense over the term of the note using the effective interest method.

 

 On July 19, 2016, the Company entered into a 1% convertible notes for DKK400,000 (approximately $60,150), with a shareholder of the Company The note matures December 31, 2017. The note is convertible into common shares at $2.00 per share. The Company will recorded a discount on the notes for the conversion feature and a derivative liability based on the fair value of the conversion feature using the Black Scholes Option Pricing Model. The discount will be amortized as interest expense over the term of the note using the effective interest method.

 

On August 24, 2016, the Company entered into a 1% convertible notes for DKK600,000 (approximately $90,225). The note matures December 31, 2017. The note is convertible into common shares at $2.00 per share. The Company will recorded a discount on the notes for the conversion feature and a derivative liability based on the fair value of the conversion feature using the Black Scholes Option Pricing Model. The discount will be amortized as interest expense over the term of the note using the effective interest method.

 

On September 21, 2016, the Company entered into a 1% convertible notes for DKK1,000,000 (approximately $150,375). The note matures December 31, 2017. The note is convertible into common shares at $2.00 per share. The Company will recorded a discount on the notes for the conversion feature and a derivative liability based on the fair value of the conversion feature using the Black Scholes Option Pricing Model. The discount will be amortized as interest expense over the term of the note using the effective interest method.

 

On September 28, 2016, the Company received a commitment for a 1% convertible notes for DKK1,000,000 (approximately $150,375). The note matures December 31, 2017. The note is convertible into common shares at $2.00 per share. The Company will record a discount on the notes for the conversion feature and a derivative liability based on the fair value of the conversion feature using the Black Scholes Option Pricing Model. The discount will be amortized as interest expense over the term of the note using the effective interest method.

 

On July 1, 2016, the Company entered into a financial service agreement with APE Invest AS (an entity owned by a director of the Company) for consultancy services related to the Company raising additional equity financing in the US and Danish Capital Markets.  The agreement calls for monthly payment of $20,000 with a $100,000 retainer payment due November 1, 2016.  The agreement can be terminated with 12 month notice.

 

On September 15, 2016, the Company granted options to the Company’s president, Chairman of the Board and a Board Member to each purchase 300,000 commons shares at $2.00 per share expiring December 31, 2019. The options vest immediately upon issuance and contain certain anti-dilution provisions.

v3.5.0.2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Jun. 30, 2016
Summary of Significant Accounting Policies [Abstract]  
Business and Basis of Presentation

Business and Basis of Presentation - DanDrit Biotech USA, Inc. (“DanDrit USA”, the “Company”, “we”, “us”, “our”) (formerly Putnam Hills Corp) was originally incorporated in the state of Delaware on January 18, 2011 as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business.

 

DanDrit BioTech A/S, a Danish Corporation was incorporated on April 1, 2001 (“DanDrit Denmark”) a 96,92% owned subsidiary of the Company. The Company engages in the research and development, manufacturing and clinical trials of pharmaceutical and biological products for the human treatment of cancer using the dendritic cell technology.

Year End

Year End - In June 2015, DanDrit’s board of directors approved a change to DanDrit’s fiscal year end from December 31 to June 30.

Reverse Acquisition

Reverse Acquisition - On February 12, 2014, pursuant to the Share Exchange Agreement (the "Share Exchange Agreement"), DanDrit USA completed the acquisition of 100% of the issued and outstanding capital stock of DanDrit Denmark (the “Share Exchange”) and as a result became DanDrit Denmark’s parent company (the “Parent”). Prior to the Share Exchange there were 5,000,000 shares of the common stock, par value $.0001 per share (the “Common Stock”) of Parent outstanding. Parent and an existing shareholder agreed to cancel 4,400,000 shares of its Common Stock and issued 1,440,000 shares of Common Stock for legal and consulting services related to the Share Exchange and a future public offering. At the time of the Share Exchange each outstanding share of common stock of DanDrit Denmark was exchanged for 1.498842 shares of Parent’s Common Stock, for a total of 6,000,000 shares, resulting in 8,040,000 shares of the Parent’s Common Stock outstanding immediately following the Share Exchange, including 185,053 shares of Common Stock reserved for issuance in accordance with Section 70 of the Danish Companies Act and the Articles of Association of DanDrit Denmark to the DanDrit Denmark shareholders who have not consented to the Share Exchange (the “Non-Consenting Shareholders”) , and deemed issued and outstanding for accounting purposes .

Consolidation

Consolidation - For the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014, the consolidated financial statements include the accounts and operations of the DanDrit Denmark, and the accounts and operations of DanDrit USA. All material inter-company transactions and accounts have been eliminated in the consolidation.

Functional Currency / Foreign currency translation

Functional Currency / Foreign currency translation - The functional currency of DanDrit Biotech A/S is the Danish Kroner (“DKK”). The Company’s reporting currency is the U.S. Dollar for the purpose of these financial statements. The Company’s balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014 Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Cash and Cash Equivalents

Cash and Cash Equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had balances held in a financial institution in the United States in excess of federally insured States amounts at June 30, 2016 and 2015 of $0 and $0, respectively. In May 2015 mostly of the cash balances were transferred to a financial institution in Denmark and a trust account at the Lett Law firm. At June 30, 2016 and 2015 we had cash and cash held in escrow balances of $23,368 and $1,474,134, respectively.

Property and Equipment

Property and Equipment - Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to six years (See Note 3).

Intangible Assets

Intangible Assets - Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, (“ASC”) Topic 350, “Goodwill and Other Intangible Assets” and amortized the patents on a straight line basis over the estimated useful life of twenty years. Costs incurred in relation to patent applications are capitalized cost and amortized over the estimated useful life of the patent. If it is determined that a patent will not be issued, the related remaining patent application costs are charged to expense.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets - Long-lived assets, such as property, plant, and equipment and patents are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

 

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. The depreciable basis of assets that are impaired and continue in use is their respective fair values.

Revenue Recognition and Sales

Revenue Recognition and Sales - The Company’s sales of its MelCancerVac colorectal cancer treatment have been limited to a compassionate use basis in Singapore after stage IIA trials and is not approved for current sale for any other use or location. The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of the resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer.

Value Added Tax

Value Added Tax - In Denmark, Value Added Tax (“VAT”) of 25% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. VAT of 25% is also paid to Danish and EU vendors on invoices. These amounts are refundable from the respective governmental authority and recorded as other receivables in the accompanying financial statements.

Research and Development Expenses

Research and Development Expenses - The Company expenses research and development expenses incurred in formulating, improving, validating and creating alternative or modified processes related to and expanding the use of our MAGE –A dendrite cell cancer therapy. Research and development expenses were included in operating expenses for the year ended June 30, 2016, six months ended June 30, 2015 and year ended December 31, 2014 with the amount of $804,188 $1,625,488 and $0, respectably.

 

Our research and development expenses may fluctuate substantially from quarter to quarter depending on the clinical studies and the timing of samples supporting the clinical studies.

Income Taxes

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

Loss Per Share

Loss Per Share - The Company calculates earnings/(loss) per share in accordance with FASB ASC 260 Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options that have been granted but have not been exercised.

Derivatives

Derivatives - We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as debt financing arrangements with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value.

 

We estimate fair values of all derivative instruments, such as embedded conversion features utilizing Level 3 inputs (defined below in Note 1: Fair Value of Financial Instruments). We use the Black-Scholes option valuation technique because it embodies all of the requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the market price of our common stock, which have historically had high volatility. Since derivative financial instruments are initially and subsequently carried at fair value, our income will reflect the volatility in these estimate and assumption changes.

   

We report our derivative liabilities at fair value on the balance sheets. As of June 30, 2016 and 2015, we had no derivative liabilities.

Fair Value of Financial Instruments

Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

  Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

 

  Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

  Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities.

Accounting Estimates

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year; accordingly, the new standard is effective for us beginning in the first quarter of 2018 and we expect to adopt it at that time. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method, nor have we determined the impact of the new standard on our consolidated financial statements.

 

In 2015, the FASB issued an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current. The amended standard is effective for us beginning in the first quarter of 2017; early adoption is permitted and we are evaluating whether we will early adopt. The amended standard may be adopted on either a prospective or retrospective basis. We do not expect that the adoption of this standard will have a significant impact on our financial position or results of operations.

 

In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements. 

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Reclassification

Reclassification - The financial statements for the six months ended June 30, 2015 and year ended December 31, 2014 have been reclassified to conform to the headings and classifications used in the June 30, 2016 financial statements.

v3.5.0.2
Property and Equipment (Tables)
12 Months Ended
Jun. 30, 2016
Property and Equipment [Abstract]  
Summary of property and equipment

    Useful Life   June 30, 
2016
    June 30, 
2015
 
Lab equipment and instruments   4-6   $ 163,959     $ 164,778  
Computer equipment   4-6     56,155       56,436  
          220,114       221,214  
Less Accumulated Depreciation         (220,114 )     (221,214 )
Net Property and Equipment       $ -     $ -  
v3.5.0.2
Definite-Life Intangible Assets (Tables)
12 Months Ended
Jun. 30, 2016
Definite-Life Intangible Assets [Abstract]  
Schedule of finite-lived intangible assets, future amortization expense

Year ending June 30,      
2017   $ 14,794  
2018     14,794  
2019     14,794  
2020     14,835  
2021     14,794  
Thereafter     61,732  
    $ 135,743  
v3.5.0.2
Notes Payable - Related Party (Tables)
12 Months Ended
Jun. 30, 2016
Notes Payable - Related Party [Abstract]  
Summary of notes payable to related parties
    June 30,
2016
    June 30,
2015
 
Non-Interest Bearing Loan Payable Sunrise Financial Group Inc.   $ 38,235     $ 38,235  
Note Payable ML Group     17,414       17,500  
6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC     47,233       44,879  
Total Notes Payable – Related Party     102,882       100,614  
Less Current Maturities     (102,882 )     (100,614 )
Note Payables – Related Party Long Term   $ -     $ -  
Schedule of future maturities of long-term debt
Year ending June 30,      
2017     102,882  
2018     -  
2019     -  
2020     -  
2021     -  
Thereafter     -  
    $ 102,882  
v3.5.0.2
Income Taxes (Tables)
12 Months Ended
Jun. 30, 2016
Income Taxes [Abstract]  
Summary of deferred tax asset (liabilities)
    June 30,  
    2016     2015  
Excess of Tax over book depreciation Fixed assets   $ 7,660     $ 10,240  
Excess of Tax over book depreciation Patents     870       5,560  
Net Operating Loss Carryforward     2,558,080       2,535,177  
Valuation Allowance     (2,566,610 )     (2,550,977 )
Total Deferred Tax Asset (Liabilities)   $ -     $ -  
Summary of reconciliation of income tax expense at federal statutory rate
    June 30,     December 31,  
    2016     2015     2014  
Computed Tax at Expected Statutory Rate   $ (747,329 )   $ (1,036,085 )   $ (866,463 )
Non-US Income Taxed at Different Rates     236,700       319,541       255,356  
Non-Deductible expenses / other items     32,209       -      

(3,063

) 
Valuation allowance     15,633       342,683       436,631  
Income Tax Expense   $ (462,787 )   $ (373,862 )   $

(177,539

)
Summary of components of income tax expense (benefit) from continuing operations
    June 30,     December 31,  
Current Tax Expense   2016     2015     2014  
Danish Income Tax (Credits)   $ (462,787 )   $ (373,862 )   $ (177,539 )
Deferred Income Tax Expense (Benefit)                        
Excess of Tax over Book Depreciation Fixed Assets     2,580       2,471       19,259  
Excess of Tax over Book Depreciation Patents     4,690       5,470       67,488  
Net Operating Loss Carryforwards     (22,903 )     (342,683 )     (523,378 )
Change in the Valuation allowance     15,633       334,742       436,631  
Total Deferred Tax Expense   $ -     $ -     $ -
v3.5.0.2
Loss Per Share (Tables)
12 Months Ended
Jun. 30, 2016
Loss Per Share [Abstract]  
Schedule of weighted average number of shares of potential dilutive common stock
    For the Year Ended     For the Six Months Ended     For the Year Ended  
    June 30,     June 30,     December 31,  
    2016     2015     2014  
Net (Loss)   $ (1,735,239 )   $ (2,673,448 )   $ (2,370,883 )
Weighted average number of common shares used in basic earnings per share     9,533,290       9,533,290       7,500,142  
Effect of dilutive securities, stock options and warrants     -       -       -  
Weighted average number of common shares and potential dilutive common shares outstanding used in dilutive earnings per share     9,533,290       9,533,290       7,500,142

 

v3.5.0.2
Summary of Significant Accounting Policies (Details) - USD ($)
6 Months Ended 12 Months Ended
Feb. 12, 2014
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Dec. 31, 2013
Apr. 01, 2001
Summary of Significant Accounting Policies (Textual)            
Common stock, par value   $ 0.0001 $ 0.0001      
Cash held in escrow balance   $ 421,145 $ 23,368 $ 3,008,831 $ 18,794  
Property, plant and equipment, depreciation methods    
Straight line basis over the estimated useful life of twenty years.
     
Property plant and equipment estimated useful lives    
Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from four to six years.
     
Common stock reserved for issuance     185,053      
Value added tax, percentage     25.00%      
Value added tax paid to Danish and EU vendors     25.00%      
Research and development expense   1,625,488 $ 804,188    
Share exchange agreement, shares issued to parent company 6,000,000          
Federally insured states amounts   $ 0 $ 0      
Parent company [Member]            
Summary of Significant Accounting Policies (Textual)            
Ownership percentage of subsidiary           96.92%
Common Stock [Member]            
Summary of Significant Accounting Policies (Textual)            
Common stock, par value $ 0.0001          
Shares of parent common stock outstanding 8,040,000 9,533,290 9,533,290 9,533,290 6,000,000  
Common stock reserved for issuance 185,053          
Shares prior to share exchange agreement 5,000,000          
Share exchange agreement, acquisition percentage 100.00%          
Share exchange agreement, shares held by consenting shareholders of company 1.498842          
Share exchange agreement, shares issued to parent company 6,000,000          
Share exchange agreement, number of shares cancelled 4,400,000          
Common shares issued for legal and consulting services 1,440,000          
v3.5.0.2
Going Concern (Details)
12 Months Ended
Jun. 30, 2016
USD ($)
Jun. 30, 2016
DKK
Going Concern (Textual)    
Private placement offering $ 15,000,000  
Investment [Member]    
Going Concern (Textual)    
Convertible notes payable 500,000  
Convertible notes payable [Member]    
Going Concern (Textual)    
Convertible notes payable $ 360,900  
Convertible notes payable [Member] | Investment [Member]    
Going Concern (Textual)    
Maturity date Dec. 31, 2017  
Interest rate 1.00% 1.00%
Convertible notes payable $ 511,275 DKK 3,400,000
Convertible note [Member] | Investment [Member]    
Going Concern (Textual)    
Maturity date Dec. 31, 2017  
Interest rate 1.00% 1.00%
Convertible notes payable $ 153,750 DKK 1,000,000
v3.5.0.2
Property and Equipment (Details) - USD ($)
12 Months Ended
Jun. 30, 2016
Jun. 30, 2015
Property, Plant and Equipment [Line Items]    
Gross Property and Equipment $ 220,114 $ 221,214
Less Accumulated Depreciation (220,114) (221,214)
Net Property and Equipment
Lab equipment and instruments [Member]    
Property, Plant and Equipment [Line Items]    
Gross Property and Equipment $ 163,959 164,778
Lab equipment and instruments [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 4 years  
Lab equipment and instruments [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 6 years  
Computer equipment [Member]    
Property, Plant and Equipment [Line Items]    
Gross Property and Equipment $ 56,155 $ 56,436
Computer equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 4 years  
Computer equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Useful Life 6 years  
v3.5.0.2
Property and Equipment (Details Textual) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Property and Equipment (Textual)      
Depreciation expense $ 0 $ 0 $ 0
v3.5.0.2
Definite-Life Intangible Assets (Details) - USD ($)
Jun. 30, 2016
Jun. 30, 2015
Definite-Life Intangible Assets [Abstract]    
2017 $ 14,794  
2018 14,794  
2019 14,794  
2020 14,835  
2021 14,794  
Thereafter 61,732  
Finite-Lived Intangible Assets, Net $ 135,743 $ 164,046
v3.5.0.2
Definite-Life Intangible Assets (Details Textual) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Definite-Life Intangible Assets (Textual)      
Definite life intangible assets $ 164,046 $ 135,743  
Amortization expense $ 7,973 27,395 $ 18,981
Losses on abandoned assets   $ 12,048  
v3.5.0.2
Notes Payable - Related Party (Details) - USD ($)
Jun. 30, 2016
Jun. 30, 2015
Related Party Transaction [Line Items]    
Total Notes Payable - Related Party $ 102,882 $ 100,614
Less Current Maturities (102,882) (100,614)
Note Payables - Related Party Long Term
Non-Interest Bearing Loan Payable Sunrise Financial Group Inc. [Member]    
Related Party Transaction [Line Items]    
Total Notes Payable - Related Party 38,235 38,235
Note Payable ML Group [Member]    
Related Party Transaction [Line Items]    
Total Notes Payable - Related Party 17,414 17,500
6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC [Member]    
Related Party Transaction [Line Items]    
Total Notes Payable - Related Party $ 47,233 $ 44,879
v3.5.0.2
Notes Payable - Related Party (Details 1)
Jun. 30, 2016
USD ($)
Notes Payable - Related Party [Abstract]  
2017 $ 102,882
2018
2019
2020
2021
Thereafter
Total $ 102,882
v3.5.0.2
Notes Payable - Related Party (Details Textual) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Notes Payable - Related Party [Textual]      
Notes payable acquired in reverse acquisition $ 38,235    
Outstanding balance for professional fees paid by a shareholder and amounts advanced to parent 38,235    
Related party interest on note $ 1,164 $ 2,354 $ 2,126
6% Promissory Note payable to NLBDIT 2010 Enterprises, LLC [Member]      
Notes Payable - Related Party [Textual]      
Outstanding balance on note including accrued interest   $ 47,233  
v3.5.0.2
Leases (Details)
1 Months Ended 6 Months Ended 12 Months Ended
Jul. 01, 2014
USD ($)
Jul. 01, 2014
DKK
Mar. 25, 2015
USD ($)
Mar. 27, 2014
USD ($)
Mar. 27, 2014
DKK
Jun. 30, 2015
USD ($)
Jun. 30, 2016
USD ($)
Jun. 30, 2016
DKK
Dec. 31, 2014
USD ($)
Leases (Textual)                  
Rental payments for operating leases           $ 20,800 $ 15,744   $ 32,297
Lab space [Member]                  
Leases (Textual)                  
Rental payments for operating leases             $ 937 DKK 6,300  
Office space [Member]                  
Leases (Textual)                  
Rental payments for operating leases $ 2,992 DKK 20,000   $ 1,496 DKK 10,000        
Operating lease agreement, Description       The lease was terminated on May 31, 2015. The lease was terminated on May 31, 2015.        
Virtual office [Member]                  
Leases (Textual)                  
Rental payments for operating leases     $ 375            
v3.5.0.2
Income Taxes (Details) - USD ($)
Jun. 30, 2016
Jun. 30, 2015
Income Taxes [Abstract]    
Excess of Tax over book depreciation Fixed assets $ 7,660 $ 10,240
Excess of Tax over book depreciation Patents 870 5,560
Net Operating Loss Carryforward 2,558,080 2,535,177
Valuation Allowance (2,566,610) (2,550,977)
Total Deferred Tax Asset (Liabilities)
v3.5.0.2
Income Taxes (Details 1) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2016
Dec. 31, 2014
Income Taxes [Abstract]      
Computed Tax at Expected Statutory Rate $ (1,036,085) $ (747,329) $ (866,463)
Non-US Income Taxed at Different Rates 319,541 236,700 255,356
Non-Deductible expenses / other items 32,209 (3,063)
Valuation allowance 342,683 15,633 436,631
Income Tax Expense $ (373,862) $ (462,787) $ (177,539)