Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' DEFICIENCY (Details Textual)

v2.4.0.6
STOCKHOLDERS' DEFICIENCY (Details Textual) (USD $)
 3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 9 Months Ended 3 Months Ended 4 Months Ended 9 Months Ended 4 Months Ended 9 Months Ended 4 Months Ended 12 Months Ended 4 Months Ended 9 Months Ended 4 Months Ended 3 Months Ended 3 Months Ended 12 Months Ended 4 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Jun. 30, 2011
Mar. 31, 2011
Mar. 31, 2010
Jun. 30, 2011
Sep. 30, 2011
Sep. 30, 2006
Apr. 02, 2012
Mar. 22, 2012
Jun. 03, 2011
Aug. 03, 2006
Jun. 30, 2012
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
Unsecured Convertible Notes Payable [Member]
Mar. 31, 2012
Warrant One [Member]
Dec. 31, 2011
Warrant One [Member]
Sep. 30, 2011
Warrant One [Member]
Jun. 30, 2012
Warrant One [Member]
Jun. 30, 2012
Warrant One [Member]
Unsecured Convertible Notes Payable [Member]
Mar. 31, 2012
Warrant Two [Member]
Dec. 31, 2011
Warrant Two [Member]
Sep. 30, 2011
Warrant Two [Member]
Jun. 30, 2012
Warrant Two [Member]
Mar. 31, 2012
Warrant Three [Member]
Dec. 31, 2011
Warrant Three [Member]
Sep. 30, 2011
Warrant Three [Member]
Jun. 30, 2012
Warrant Three [Member]
Dec. 31, 2011
Warrant Four [Member]
Sep. 30, 2011
Warrant Four [Member]
Jun. 30, 2011
Common Stock [Member]
Jun. 30, 2012
Minimum [Member]
Dec. 31, 2011
Minimum [Member]
Warrant One [Member]
Jun. 30, 2012
Maximum [Member]
Dec. 31, 2011
Maximum [Member]
Warrant One [Member]
Jun. 30, 2011
Employees [Member]
Jun. 30, 2011
Consultants [Member]
Apr. 30, 2011
Sail Venture Partners [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Apr. 30, 2011
Co Investment Partners L P [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
Meyer Proler Md [Member]
Secured Convertible Subordinated Notes Payable [Member]
Apr. 30, 2011
Meyer Proler Md [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Apr. 30, 2011
Highland Long/Short Healthcare Fund [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
Cummings Bay Capital Lp [Member]
Secured Convertible Subordinated Notes Payable [Member]
Apr. 30, 2011
Cummings Bay Capital Lp [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Apr. 30, 2011
Immediate Family Member Of Management Or Principal Owner [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Dec. 31, 2011
Investor [Member]
Warrant Three [Member]
Apr. 30, 2011
Investor [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Sep. 30, 2011
Investor [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
Andy Sassine [Member]
Secured Convertible Subordinated Notes Payable [Member]
Apr. 30, 2011
Andy Sassine [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
Investor One [Member]
Warrant One [Member]
Jun. 30, 2012
Investor One [Member]
Warrant Three [Member]
Sep. 30, 2011
Investor One [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
Investor Two [Member]
Warrant One [Member]
Jun. 30, 2012
Investor Two [Member]
Warrant Three [Member]
Dec. 31, 2011
Director [Member]
Warrant One [Member]
Sep. 30, 2011
Director [Member]
Warrant One [Member]
Mar. 22, 2012
Director One [Member]
Sep. 30, 2011
Director One [Member]
Warrant One [Member]
Mar. 22, 2012
Director Two [Member]
Sep. 30, 2011
Director Two [Member]
Warrant One [Member]
Sep. 30, 2011
Director Three [Member]
Warrant One [Member]
Apr. 30, 2011
Chief Financial Officer [Member]
Warrant Three [Member]
Secured Convertible Subordinated Notes Payable [Member]
Jun. 30, 2012
C N S California [Member]
Jun. 30, 2012
Colorado C N S Response [Member]
Jun. 30, 2012
Neuro-Therapy Clinic Inc [Member]
Jun. 30, 2012
Affiliated Entity [Member]
Warrant One [Member]
Jun. 30, 2012
Affiliated Entity [Member]
Warrant One [Member]
Unsecured Convertible Notes Payable [Member]
Dec. 31, 2011
Affiliated Entity [Member]
Warrant Three [Member]
Jun. 30, 2012
Affiliated Entity [Member]
Warrant Three [Member]
Unsecured Convertible Notes Payable [Member]
Common stock, shares authorized (in shares) 100,000,000             100,000,000                                                                                                               80,000,000 1,000,000 10,000        
Common stock, par value (in dollars per share) $ 0.001             $ 0.001                                                                                                                            
Common stock, shares issued (in shares) 1,874,175             1,871,352                                                                                                                            
Common stock, shares outstanding (in shares) 1,874,175             1,871,352                                                                                                                            
Preferred Stock, Shares Authorized                                                                                                                               20,000,000            
Stock issued for consulting services paid in-lieu of cash (in shares)                                                             3,123                                                                              
Shares issued for accounts payable             $ 44,000                                               $ 0                                                                              
Common Stock, Capital Shares Reserved for Future Issuance           666,667       750,000,000     333,334                                                                                                                  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period, Intrinsic Value       $ 14.10                                                                                                                                    
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee           133,333     100,000                                                                                                                          
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms The option price for each share of stock subject to an option shall be (i) no less than the fair market value of a share of stock on the date the option is granted, if the option is an ISO, or (ii) no less than 85% of the fair market value of the stock on the date the option is granted, if the option is a NSO; provided, however, if the option is an ISO granted to an eligible employee who is a 10% shareholder, the option price for each share of stock subject to such ISO shall be no less than 110% of the fair market value of a share of stock on the date such ISO is granted. Stock options have a maximum term of ten years from the date of grant, except for ISOs granted to an eligible employee who is a 10% shareholder, in which case the maximum term is five years from the date of grant. ISOs may be granted only to eligible employees.                                                                                                                                          
Debt Conversion, Converted Instrument, Warrants or Options Issued                           446,675 [1],[2] 30,000 [3] 336,670 613,782 111,100     2,667 31,112 5,558   15,167 360,003 138,897   2,667 10,002               31,251 24,307 8,334 [1],[2],[4] 5,556 22,223 25,000 [1],[2],[5] 8,334 2,778 2,667 30,558   33,334 [1],[2],[6] 11,112   60,001     233,335 250,002             2,778       13,334   83,334 30,000
Debt Instrument, Convertible, Conversion Price                           $ 3 $ 3   $ 3                               $ 3   $ 9                                                                      
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Stock Options 1,999,900                                                                                                                                          
Notes Payable, Related Parties                                   $ 2,222,220 $ 920,000 $ 90,000     $ 500,000 $ 80,000   $ 1,080,000 $ 2,500,000 $ 650,000 $ 80,000                 $ 562,500 $ 437,500   $ 100,000 $ 400,000   $ 150,000 $ 50,000 $ 80,000 $ 550,000 $ 750,000   $ 550,000 $ 180,000   $ 150,000 $ 700,000     $ 750,000   $ 250,000   $ 250,000 $ 250,000 $ 50,000       $ 40,000 $ 90,000 $ 250,000  
Number of Shares, Granted 0 42,670 0   15,834                                                                                                                                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value         $ 14.10                                                                                                                                  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number                     42,670 439,689                                                                                           8,334   8,334                    
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Authorized Exercise Price                     $ 3                                                                                                                      
Number of Shares, Exercised 0 0 0                                                                                                                                      
Number of Shares, Outstanding at December 31, 2011 566,532 566,532 523,862         524,201                                                                                                                            
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit       $ 3.00                                                                                                                                    
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit       $ 36.00                                                                                                                                    
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Exercise Period Post Termination                                                                       0 years 0 months 90 days 0 years 12 months                                                                  
Stock Issued During Period, Shares Warrants Surrendered In Lieu Of Cash               539                                                                                                                            
Warrants Outstanding Exercise Price                                                               $ 3   $ 9.90                                                                        
Warrants Outstanding Weighted Average Exercise Price $ 4.35                                                                                                                                          
[1] The January Notes: The 2011 Note and Warrant Purchase Agreement (the "January Purchase Agreement") provides for the issuance and sale of January Notes in the aggregate principal amount of up to $5,000,000, and warrants to purchase a number of shares corresponding to 50% of the number of shares issuable on conversion of the January Notes, in one or multiple closings to occur no later than July 31, 2011. The January Purchase Agreement also provides that the Company and the holders of the January Notes will enter into a registration rights agreement covering the registration of the resale of the shares underlying the January Notes and the related warrants. The terms of the January Notes are identical to the terms of the October Notes, except that (i) the January Notes are subordinated in all respects to the Company's obligations under the October Notes and the related guaranties issued to certain investors by SAIL and (ii) the Company is not subject to a restrictive covenant to the use of proceeds from the sale of the January Notes only for current operations. Initially, the January Notes were not secured by any of the Company's assets. The terms of the new warrants are identical to the terms of the warrants issued in connection with the October Notes. The January Notes were subsequently amended as detailed in (16) below and in the paragraph following (19).
[2] Amendment of the October Notes and the January Notes: On October 11, 2011, we, with the consent of holders of a majority in aggregate principal amount outstanding (the "Majority Holders") of our outstanding January Notes, amended all of the January Notes to extend the maturity of such notes until October 1, 2012. Pursuant to the terms of the amendment, which was effective as of September 30, 2011, the January Notes would receive a second position security interest in the assets of the Company (including its intellectual property). The Majority Holders of the January Notes also consented to the terms of a new $2 million bridge financing (the "2011 Bridge Financing") and to granting the investors in such financing a second position security interest in the assets of the Company (including its intellectual property) that is pari passu with the second position security interest received by the holders of the January Notes. The amendment was also intended to add a mandatory conversion provision to the terms of the January Notes. Under that provision, the January Notes would be automatically converted upon the closing of a public offering by the Company of shares of its common stock and/or other securities with gross proceeds to the Company of at least $10 million (the "Qualified Offering"). If the public offering price were less than the conversion price then in effect, the conversion price would be adjusted to match the public offering price (the "Qualified Offering Price"). On October 12, 2011, the Company, with the consent of the Majority Holders of its October Notes, amended all of the October Notes to extend the maturity of such notes until October 1, 2012. The Majority Holders of the October Notes also consented to the terms of the Bridge Financing and to granting the investors in such financing as well as the holders of the Company's January Notes a second position security interest in the assets of the Company (including its intellectual property). The guaranties that had been issued in 2010 to certain October Note investors by SAIL were extended accordingly. The amendment, which was effective as of September 30, 2011, was also intended to add the same mandatory conversion and conversion price adjustment provisions to the terms of the October Notes as were added to the terms of the January Notes.Pursuant to the agreements amending the October Notes and January Notes (the "Amendment and Conversion Agreements"), the exercise price of the warrants that were issued in connection with the October Notes and the January Notes (the "Outstanding Warrants") would be adjusted to match the Qualified Offering Price, if such price were lower than the exercise price then in effect. The Company agreed to issue to each holder of the October Notes and January Notes, as consideration for the above, warrants to purchase a number of shares of common stock equal to 30% of the number of shares of common stock to be received by each holder upon conversion of their notes at the closing of the Qualified Offering (the "Consideration Warrants"). The Consideration Warrants would be issued after the Qualified Offering and would have the same terms as the Outstanding Warrants, as amended. As a result of the issuance of 2011 Bridge Notes (mentioned below) at a conversion price of $3.00 and the associated warrants to purchase common stock at an exercise price of $3.00, the ratchet provision in the October Notes and January Notes was triggered, with the result that the conversion price of such notes was lowered from $9.00 to $3.00, the exercise price of the associated warrants was lowered from $9.00 to $3.00 per share, and the number of shares underlying such notes and warrants was proportionately increased. The Amended and Restated Security Agreement, dated as of September 30, 2011, between the Company and Paul Buck, as administrative agent for the secured parties (the "Amended and Restated Security Agreement"), which replaces the existing security agreement from 2010, and the corresponding security interest terminate (1) with respect to the October Notes, if and when holders of a majority of the aggregate principal amount of October Notes issued have converted their notes into shares of common stock and, (2) with respect to the January Notes and the 2011 Bridge Notes (defined below), if and when holders of a majority of the aggregate principal amount of January Notes and 2011 Bridge Notes (on a combined basis) have converted their notes. The Company evaluated the Amendment and Conversion Agreements, effective September 30, 2011 and the October Purchase Agreement, effective September 30, 2010, under ASC 470-50-40 "Extinguishments of Debt" ("ASC 470"). ASC 470 requires modifications to debt instruments to be evaluated to assess whether the modifications are considered "substantial modifications". A substantial modification of terms shall be accounted for like an extinguishment. For extinguished debt, a difference between the re-acquisition price and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains. The Company noted the change in terms per the Amendment and Conversion Agreements and the October Purchase Agreement, met the criteria for substantial modification under ASC 470, and accordingly treated the modification as extinguishment of the original convertible notes, replaced by the new convertible notes under the modified terms. The Company recorded a loss on extinguishment of debt of $1,968,000 and $1,094,300 for the years ended September 30, 2011 and 2010, respectively.
[3] The Unsecured Bridge Note: the terms of this note are identical to the 2011 Bridge Note described above, except that this note is not secured. There was only one note of this type issued to the Zanett Opportunity Fund as described in (12) above
[4] Dr. Meyer Proler is an accredited investor who provides medical consulting services to the Company.
[5] Pyxis Long/Short Healthcare Fund (FKA Highland Long/Short Healthcare Fund) is affiliated with Cummings Bay Capital LP. Both individually and in the aggregate with Cummings Bay Capital LP, Pyxis Long/Short Healthcare Fund has become the beneficial owner of more than 5% of our outstanding common stock.
[6] Mr. Andy Sassine is an accredited investor and has become a beneficial owner of more than 5% of our outstanding common stock.