UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
EXCHANGE ACT OF 1934
For the Fiscal Year Ended
OR
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File Number:
(Exact name of registrant as specified in its charter)
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State of Incorporation |
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IRS Employer Identification No. |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X]
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. [ ] Yes [X]
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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Accelerated filer |
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Small reporting company |
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Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b–2 of the Exchange
Act). Yes
There is
Number of shares outstanding
of the registrant’s common stock as of June 28, 2022:
REGENEREX PHARMA, INC
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEARS ENDED MARCH 31, 2022 AND 2021
TABLE OF CONTENTS
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PART II |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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PART III |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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PART IV |
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CERTIFICATIONS |
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Exhibit 31 – Management certifications |
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Exhibit 32 – Sarbanes-Oxley Act |
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Special Note Regarding Forward-Looking Statements
Some of our statements under “Business,” “Properties,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Notes to Financial Statements and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). In some cases, forward-looking statements are identified by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update any of the forward-looking statements after the date of this report.
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
● our ability to add new customers;
● the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position and cash flows;
● the potential benefits of and our ability to maintain our relationships, and establish or maintain future collaborations or strategic relationships or obtain additional funding;
● our marketing capabilities and strategy;
● our ability to maintain a cost-effective program;
● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;
● our competitive position, and developments and projections relating to our competitors and our industry;
● our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and
● the impact of laws and regulations.
All of our forward-looking statements are as of the date of this Annual Report on Form 10-K. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Annual Report on Form 10-K or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Annual Report on Form 10-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained in this Annual Report on Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.
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PART I
ITEM 1. BUSINESS.
Business of Issuer
The business of Regenerex Pharma, Inc., (the “Company” or “Regenerex Pharma,”), is to develop and market Woundcare Healing products. The Company has three technologies for different types of wound conditions:
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The first is for closing chronic wounds, |
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the second is for accelerating closure of acute or surgical wounds, and |
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the third solves the issue on contamination of all types of wounds including the destruction of biofilms. |
The current product technology provides the Company a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.
Products:
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Xcellderma OTC - Liquid Bandage Skin Protectant Xcellderma™ products are sterile wound dressings and are effective for treating diabetic foot ulcers, pressure ulcers, and other chronic wounds. During the last several years, a scientific and medical consensus has emerged that elevated protease levels impede wound healing. QBx™ the active ingredient down regulates the production of certain proteases and matrix metalloproteases, or MMPs, which are protein enzymes that are proven to impede the healing of a majority of chronic wounds. Approximately 80% of chronic wounds display elevated levels of proteases (including MMPs). |
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Accelerex Sterile Wound Cream - The first commercially available medical device, Accelerex, is for the treatment of a wide variety of chronic and acute wounds. Accelerex is a custom-designed, FDA and CE approved unit-dose, sterile wound dressing impregnated with an ointment containing QBx. Chronic wounds are generally defined as wounds that have not healed after thirty days of consistent clinical treatment, and include diabetic ulcers, burns, pressure ulcers (bedsores), and venous stasis ulcers. The Company’s broadly-enabling technology was discovered from oak bark extract and referred to as QBx™. |
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Accelerex Impregnated Sterile Wound Dressing - For use as a wound dressing to manage pressure ulcers (stages I-IV), stasis ulcers, diabetic skin ulcers, skin irritations, cuts, and abrasions. FDA-cleared, prescription-only combination device that blends the benefits of a wound dressing with two drug components. Provides three modes of action to help treat acute and chronic wounds: Protective dressing, moisturizing ointment and two drug components: rubidium chloride and potassium chloride. |
QBx™ contributes to setting up a suitable environment to allow wounds to close. Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.
Our products have shown to be very effective in healing chronic wounds in multiple clinical evaluations, with 63% to 94% of wounds demonstrating closure. All of our products feature our proprietary QBx™ ingredients which contribute to setting up a suitable environment to allow wounds to close.
Wounds that do not heal remain open and are at risk for infection. The lack of healing ultimately could lead to amputation, severe medical complications, and in some cases, death. Closing wounds is a paramount concern to health care professionals and patients alike.
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Chronic wounds impose significant costs to the US economy. Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost. Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.3 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.
The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise. In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect. The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.
Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.” These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance. Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer. The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds. Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.
The Company has purchased proprietary wound care formulations, and the Company plans to use internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of the USA markets. We expect to launch our sales initiative during the Company’s second quarter of 2023.
Business Segments
The Company consists of only one reportable business segment.
Employees
The Company does not currently have any employees other than the Directors and Officers who are responsible for strategic planning, sales and development, as well as some operational duties.
Facilities and Properties
The Company does not own its own facilities and is presently renting an identity office at 5348 Vegas Drive #177, Las Vegas, Nevada 89108.
As the production of our products will be outsourced to a manufacturer, the Company has no need for a physical manufacturing facility.
Manufacturing and Materials
Our products have shown to be very effective in healing chronic wounds in multiple clinical evaluations, with 63% to 94% of wounds demonstrating closure. All of our products feature our proprietary QBx™ ingredients which contribute to setting up a suitable environment to allow wounds to close.
The Company plans to use internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of the USA markets. The packaging and labeling of our products for shipping and distribution will be outsourced. As such, the Company has no need for a warehouse or distribution facility.
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Marketing and Distribution
The Company will contact the Home Care Services facilities directly and will determine the requirements of each facility. An agreement will be established outlining all protocols. The product will be shipped directly from the manufacturer to the Home Care Service facilities that are funded by the U.S. Government.
Competition
QBx™ contributes to setting up a suitable environment to allow wounds to close. Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.
Trademarks, Patents and Copyright
We have been granted trademark rights and patent rights for the company Wound Care Platform. These trademarks and Patent have been approved by the United States Patent and Trademark Office. We own the domain names www.eternelleskin.com, www.eternelleskincare.com, www.eternelleskincareproducts.com.
The Company secured the domain name regenerexpharmainc.com when building the website. The Company has now also secured the following domain names:
regenerexpharmainc.ca : regenerexpharmainc.org: regenerexpharmainc.uk: regenerexpharmainc.eu: regenerexpharmainc.mx: regenerexpharmainc.us
regenerexpharma.uk : regenerexpharma.eu: regenerexpharma.ca: regenerexpharma.us: regenerexpharma.mx
regenerexpharma.org: regenerexpharma.net
Government Regulation
Our products are subject to regulation by the Food and Drug Administration and the Federal Trade Commission in the United States, as well as by various other federal, state, local and international regulatory authorities and the regulatory authorities in the countries in which our products are sold. Such regulations principally relate to the ingredients, manufacturing, labeling, packaging, marketing, advertising, shipment, disposal and safety of our products.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
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ITEM 1A. RISK FACTORS.
The Company will face competition from existing consumer product companies.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years. However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.
The Company has a lack of revenue history and has had a limited history of operations.
The Company was formed on November 18, 2005 for the purpose of engaging in any lawful business and had adopted a plan to engage the sale of art work over the internet. The Company had minimal revenues. On July 29, 2010, the Company changed its name from Online Originals, Inc. to CREENERGY Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Alberta, Canada. The Company was unable to identify any prospects or enter into any leases or agreements.
On August 23, 2011, the Company entered into an Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platform. The Peptide Technology Platform included the technology platforms for developing a variety of drug candidates and biological solutions for existing problems in humans, animals, and the environment. Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc.
Effective January 10, 2017, the Company changed its name to Eternelle Skincare Products Inc. to better convey the Company’s new business focus of developing and marketing skincare products.
Effective February 28, 2018, the Company changed its name back to Peptide Technologies, Inc. to better convey the broader potential of the Company.
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Management has decided to focus on this new business development. Effective November 29, 2021, the Company changed its name to Regenerex Pharma, Inc., to better convey the Company’s new business focus.
As of March 31, 2022, the Company is not profitable. The Company must be regarded as a start-up venture with all the unforeseen costs, expenses, problems, risks, and difficulties to which such ventures are subject.
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The Company can give no assurance of success or profitability to the Company’s investors.
There is no assurance that the Company will ever operate profitably. There is no assurance that the Company will generate substantial revenues or profits, or that the market price of the Company’s common stock will increase thereby.
The Company will need additional financing for which it has no commitments, and this may jeopardize the execution of the Company’s business plan.
The Company has limited funds and such funds may not be adequate to carry out its business plan. The Company’s ultimate success depends upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.
The Company will incur expenses in connection with its Securities and Exchange Commission (SEC) filing requirements and may not be able to meet such costs, which could jeopardize its filing status with the SEC.
As a public reporting company, the Company is required to meet the filing requirements of the SEC. The Company may see an increase in its legal, accounting, auditing and fees and expenses as a result of such requirements. Our costs will increase significantly as the Company expands operations. Our filings are subject to comment from the SEC on its filings and/or it is required to file supplemental filings for transactions and activities. If the Company is not compliant in meeting the filing requirements of the SEC, it could lose its status as a 1934 Act Company, which could compromise its ability to raise funds.
The Company is not diversified, and it is dependent on only one business.
Because of the Company’s limited financial resources, it is unlikely that it will be able to diversify its operations. The Company’s probable inability to diversify its activities into more than one area will subject it to economic fluctuations within the industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.
The Company may in the future issue more shares, which could cause a loss of control by its present management and current stockholders.
The Company may issue additional shares as consideration for cash, assets, or services out of its authorized, but unissued, common stock that would, upon issuance, represent a majority of the voting power and equity of the Company. The result of such an issuance would be that those new stockholders would control the Company, and unknown persons could replace the Company’s management. Such an occurrence would result in a greatly reduced percentage of ownership of the Company by its current shareholders, which could present significant risks to investors.
The Company will depend upon its management, but it will have limited participation of management.
The Company currently has seven individuals who are serving as its officers and directors. The Company will be heavily dependent upon their skills, talents, and abilities, as well as several consultants, to implement the Company’s business plan. The Company may, from time to time, find that the inability of its officers, directors, and consultants to devote their full-time attention to the Company’s business results in a delay in progress toward implementing its business plan.
The Company does not know of any reason, other than outside business interests, that would prevent them from devoting their attention full-time to the Company when the business may demand such full-time participation.
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The departure of key personnel could compromise the Company’s ability to execute its strategic plan and may result in additional severance costs.
The Company’s success largely depends on the skills, experience, and efforts of its key personnel. The loss of these persons, or the Company’s failure to retain other key personnel, would jeopardize its ability to execute its strategic plan and materially harm its business.
The Company will need to recruit and retain additional qualified personnel to successfully grow its business.
The Company’s future success will depend in part on its ability to attract and retain qualified operations, marketing, sales, and engineering personnel. Inability to attract and retain such personnel could adversely affect business growth. The Company expects to face competition in the recruitment of qualified personnel and cannot provide any assurance that it will attract or retain such personnel.
The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company’s securities.
The Company is a “penny stock” company. None of its securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (excluding a primary residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules would apply to the Company and its securities. The rules will further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. The Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company’s securities.
The Company’s officers and directors collectively own a substantial portion of its outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.
The Company’s officers and directors are collectively the beneficial owners of approximately 76.3% of the outstanding shares of the Company’s common stock. As long as the Company’s officers and directors collectively own a significant percentage of its common stock, other shareholders may generally be unable to affect or change the management or the direction of the Company without the support of its officers and directors. As a result, some investors may be unwilling to purchase the Company’s common stock. If the demand for the Company’s common stock is reduced because its officers and directors have significant influence over the Company, the price of the Company’s common stock could be materially depressed. The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to the certificate of incorporation and approval of significant corporate transactions.
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The Company may seek to raise additional funds or develop strategic relationships by issuing capital stock.
The Company expects to finance its operations and developing strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce or dilute the percentage ownership of existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of existing stock. Moreover, any issuances of equity securities may be at or below the prevailing market price of the Company’s stock and in any event may have a dilutive impact on investors’ ownership interest, which could cause the market price of stock to decline.
The Company may also raise additional funds through the incurrence of debt, and the holders of any debt the Company may issue would have rights superior to investors’ rights in the event the Company is not successful and is forced to seek the protection of the bankruptcy laws.
The Company will pay no foreseeable dividends in the future.
The Company has not paid dividends on its common stock and does not anticipate paying such dividends in the foreseeable future.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
The Company does not own its own facilities and is presently renting an identity office in Las Vegas, Nevada.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
There is no established public trading market for Regenerex Pharma, Inc.’s common stock, par value $0.001 per share. There were no trades of Regenerex Pharma, Inc.’s common stock during the years ended March 31, 2022 and 2021.
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Holders of Record
As of March 31, 2022, the Company had 211 holders of record of its common stock.
Dividend Policy
The Company has never declared or paid dividends on its common stock. The Company intends to retain earnings, if any, to support the development of its business and therefore does not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results, and current and anticipated cash needs.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of its common stock during the years ended March 31, 2022 and 2021.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has not authorized any securities for issuance under equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA.
This Item is not required for smaller reporting companies, and the Company has elected to omit this information.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Plan of Operation
Discontinued Operations and New Developments
The business of Regenerex Pharma, Inc. (formerly Peptide Technologies, Inc.), (the “Company”), had been to develop and market skincare products. The Company was doing business as Eternelle Skincare Products. The Company was using proprietary peptide / collagen blends, and was developing a number of skincare products that demonstrated strong efficacy in providing youthful, healthy skin and significant anti-aging benefits to both women and men. These objectives have not been realized, and the Company has abandoned its efforts in this area. The financial results for periods prior to the abandonment of this area have been reflected in the accompanying statement of operations as discontinued operations as this change represented a strategic shift in our business that had a major effect on our operations and financial results. There were no assets or liabilities related to this area as of March 31, 2022 or 2021.
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Chronic wounds impose significant costs to the US economy. Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost. Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.2 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.
9 |
The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise. In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect. The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.
Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.” These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance. Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer. The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds. Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.
Results of Operations for the Years Ended March 31, 2022 and 2021
At present, the Company has no revenue. Net loss decreased to $195,591 for the year ended March 31, 2022 from $353,752 for the year ended March 31, 2021 due to a one-time write down of inventory, offset by a lesser increase in operating expenses.
Liquidity and Capital Resources
The Company’s primary sources of liquidity and capital resources have been notes payable of $73,565 during the year ended March 31, 2022 and $64,094 during the year ended March 31, 2021. The Company requires significant cash to launch its business and reduce its liabilities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operation. Our independent registered public accounting firm included an explanatory paragraph in their report regarding substantial doubt about the Company’s ability to continue as a going concern.
Cash Flow
The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:
Year Ended |
||||||||
March 31, |
||||||||
2022 |
2021 |
|||||||
Net cash (used in) provided by: |
||||||||
Operating activities |
$ |
(69,922 |
) |
$ |
(62,652 |
) |
||
Investing activities |
$ |
(8,600 |
) |
$ |
— |
|||
Financing activities |
$ |
74,260 |
$ |
64,094 |
||||
Operating Activities
Cash used in operating activities was $69,922 and $62,652 for the years ended March 31, 2022 and 2021, respectively. The increase in cash used in operating activities was primarily due to an increase in stock-based compensation offset by a lesser decrease in net loss, increase in accounts payable and a decrease in provision for write down of inventory.
Investing Activities
Cash used in investing activities was $8,600 and $0 for the years ended March 31, 2022 and 2021. The increase in cash used was a result of additional improvements to our Website.
10 |
Financing Activities
Cash provided by financing activities was $74,260 and $64,094 for the years ended March 31, 2022 and 2021, respectively. The increase in cash provided by financing activities was primarily due an increase in cash received from notes payable and related party advances.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following is a summary of the significant accounting policies and related estimates that affect the Company’s financial disclosures.
Revenue Recognition
When the Company begins revenues, the Company will record revenue under ASC 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.
We expect to generate revenue from home care service providers that are funded by the U.S. Government. The Company defers revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company’s market risk arises primarily from exposure to fluctuations in interest rates and exchange rates. The Company presently only transacts business in Canadian and U.S. Dollars. Management believes that the exchange rate risk surrounding future transactions of the Company will not materially or adversely affect the Company’s future earnings. Management does not believe that the Company is subject to any seasonal trends. The Company does not use derivative financial instruments to manage risks or for speculative or trading purposes. Due to low revenue, there is a risk the Company inventories will not be sold prior to their expiry dates.
11 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
TABLE OF CONTENTS
12 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Regenerex Pharma, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Regenerex Pharma, Inc., formerly Peptide Technologies, Inc., (the “Company”) as of March 31, 2022 and 2021, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred continuing losses from operations and has a significant accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2017.
June 28, 2022
13 |
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
BALANCE SHEETS
March 31, 2022 |
March 31, 2021 |
|||||
ASSETS |
||||||
Current Assets |
||||||
Cash and equivalents |
$ |
$ |
||||
Prepaid expenses |
||||||
Total Current Assets |
||||||
Website, net of accumulated amortization of $ |
||||||
Total Assets |
$ |
$ |
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||
Current Liabilities |
||||||
Accounts payable |
$ |
$ |
||||
Related party advances |
||||||
Accrued compensation |
||||||
Other accrued liabilities |
||||||
Current portion of notes payable to shareholder |
||||||
Total Current Liabilities |
||||||
Notes Payable to shareholder, net of current portion |
||||||
Total Liabilities |
||||||
Commitments and Contingencies (Note 9) |
||||||
Stockholders’ Deficit |
||||||
Common stock: $ |
||||||
Additional paid-in capital |
||||||
Accumulated deficit |
( |
) |
( |
) |
||
Total Stockholders’ Deficit |
( |
) |
( |
) |
||
Total Liabilities and Stockholders’ Deficit |
$ |
$ |
||||
The accompanying notes are an integral part of these financial statements.
14 |
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
STATEMENTS OF OPERATIONS
For the Years Ended |
||||||
March 31, |
||||||
2022 |
2021 |
|||||
Operating Expenses: |
||||||
General and administrative |
$ |
$ |
||||
Total Operating Expenses |
||||||
Operating Loss |
( |
) |
( |
) |
||
Other (Expense): |
||||||
Interest expense |
( |
) |
( |
) |
||
Foreign currency loss |
( |
) |
( |
) |
||
Total Other (Expense) |
( |
) |
( |
) |
||
Loss from Continuing Operations |
( |
) |
( |
) |
||
Loss from Discontinued Operations |
( |
) |
( |
) |
||
Net Loss |
$ |
( |
) |
$ |
( |
) |
Basic and Diluted Loss per Common Share – Continuing Operations |
$ |
$ |
||||
Basic and Diluted Loss per Common Share – Discontinued Operations |
$ |
0.00 |
$ |
0.00 |
||
Weighted Average Number of Common Shares Outstanding |
||||||
The accompanying notes are an integral part of these financial statements.
15 |
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
STATEMENTS OF CASH FLOWS
|
||||||
For the Years Ended |
||||||
March 31, |
||||||
2022 |
2021 |
|||||
Cash Flows from Operating Activities: |
||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
Loss on discontinued operations |
||||||
Adjustments to reconcile net loss to cash flows used in operating activities: |
||||||
Depreciation |
||||||
Foreign currency adjustments |
||||||
Stock-based compensation |
||||||
Changes in operating assets and liabilities: |
||||||
Inventories |
||||||
Prepaid expenses |
( |
) |
( |
) |
||
Accounts payable and accrued liabilities |
||||||
Net used in operating activities |
( |
) |
( |
) |
||
Net cash used in discontinued operating activities |
( |
) |
( |
) |
||
Net cash used in operating activities |
( |
) |
( |
) |
||
Cash Flows from Investing Activities: |
||||||
Website development |
( |
) |
||||
Net cash used in investing activities |
( |
) |
||||
Cash Flows from Financing Activities: |
||||||
Related party advances |
||||||
Proceeds from notes payable to shareholder |
||||||
Net cash provided by financing activities |
||||||
(Decrease) Increase in cash and equivalents |
( |
) |
||||
Cash and cash equivalents, beginning of year |
||||||
Cash and cash equivalents, end of year |
$ |
$ |
||||
Supplemental Cash Flow Information – Cash Paid For: |
||||||
Income taxes |
$ |
$ |
||||
Interest |
$ |
$ |
||||
Non-Cash Investing and Financing Activities: |
||||||
Accrued interest converted into note payable to shareholder |
$ |
$ |
||||
Shares issued for the acquisition of intellectual property |
$ |
$ |
||||
The accompanying notes are an integral part of these financial statements.
16 |
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
STATEMENTS OF STOCKHOLDERS’ DEFICIT
|
||||||||||||||
Common Stock |
||||||||||||||
Shares |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Stockholders’ Deficit |
||||||||||
Balance at March 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
||||||
Net loss |
— |
( |
) |
( |
) |
|||||||||
Balance at March 31, 2021 |
( |
) |
( |
) |
||||||||||
Common stock issued for purchase of intellectual property |
( |
) |
||||||||||||
Stock-based compensation |
— |
|||||||||||||
Net loss |
— |
( |
) |
( |
) |
|||||||||
Balance at March 31, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
||||||
The accompanying notes are an integral part of these financial statements.
17 |
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF OPERATIONS
Regenerex Pharma, Inc., formerly Peptide Technologies, Inc. (the “Company”
or “Regenerex”), was incorporated in the State of Nevada, United States of
America, on
On November 15, 2021,
the Company entered into an Asset Purchase Agreement in which the Company
purchased certain intellectual property in exchange for
Management has decided to focus on this new business development. The financial results for periods prior to the abandonment of the previous business line have been reflected in the accompanying statement of operations as discontinued operations as this change represented a strategic shift in our business that had a major effect on our operations and financial results. There were no assets or liabilities related to this area as of March 31, 2022 or 2021.
Risks and Uncertainties
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position and cash flows.
The Company has a lack of revenue history and has had a limited history of operations with the new business focus. No revenue has historically been derived from the assets purchased. Regenerex can give no assurance of success or profitability to the Company’s investors.
The Companies business is to develop and market Woundcare Healing products. The Company has three technologies for different types of wound conditions:
|
• |
The first is for closing chronic wounds, |
|
• |
the second is for accelerating closure of acute or surgical wounds, and |
|
• |
the third solves the issue on contamination of all types of wounds including the destruction of biofilms. |
The current product technology provides the Company a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.
Currently, there are no products available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Management believes that this will provide the Company a distinct advantage over other companies providing services in this sector.
The wound care healing space is well suited for Home Care service providers that are funded by the US Government. The majority of manufacturing and distribution will be outsourced. However, strategic planning and development will be performed internally by the Company.
18 |
NOTE 2 – GOING CONCERN
These financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”), which contemplate the
continuation of the Company as a going concern. The Company has incurred losses
from operations and had an accumulated deficit of $
Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Basis of Presentation and Use of Estimates
These financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could ultimately differ from those estimates. The most significant estimate impacted these financial statements relates to the recovery of our inventories due to the limited shelf life.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
19 |
Inventories
Inventories are valued at
the lower of cost and net realizable value with the cost being determined on a
first-in, first-out basis (FIFO) cost method.
During the year ended March 31, 2021, the Company recorded an impairment
of inventories totaling $
Website
Expenditures
related to the planning and operation of the Company’s website are expensed as
incurred. Expenditures related to the website application and infrastructure
development are capitalized and amortized over the website’s estimated useful
life of three (
Impairment of Long-Lived Assets
The long-lived assets held
and used by the Company are reviewed for impairment annually or whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. In the event that facts
and circumstances indicate that the carrying amount of any long-lived asset may
be impaired, an evaluation of recoverability is performed. There were
Revenue Recognition
The Company will record revenue under ASC 606, by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.
We expect to generate revenue from home care service providers that are funded by the U.S. Government. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition.
Share-Based Payments
The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of the Company’s stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of share-based awards that will be forfeited prior to vesting.
The fair value of restricted stock awards is based on the par value of the Company’s common stock on the date of grant.
Income Taxes
Certain income and expense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, applying enacted statutory income tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
20 |
Basic and Diluted Income (Loss) Per Share
Basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:
|
• |
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
• |
Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace. |
|
• |
Level 3 - Unobservable inputs which are supported by little or no market activity. |
The Company’s financial instruments include accounts payable and accrued compensation. The carrying value of these instruments approximate their fair value because of their short-term nature.
Foreign Currency Translation and Transactions
The financial statements are presented in U.S. dollars. Foreign-denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in the results of operations.
Recent Accounting Pronouncements
The Financial Accounting Standards Board Issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. The following are recent accounting pronouncements which may impact the Company:
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes several practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company has adopted the provisions of the new standard, but it has not had an impact on the Company as it does not have any leases.
21 |
NOTE 4 – ACCRUED LIABILITIES
Accrued compensation consists of the following:
|
|
|
|
|
|
|
||
|
|
March 31, 2022 |
|
|
March 31, 2021 |
|
||
Salaries and benefits payable |
|
$ |
|
|
$ |
|
||
Payroll taxes payable |
|
|
|
|
|
|
||
Total accrued compensation |
|
$ |
|
|
$ |
|
||
Other accrued liabilities consist of the following:
|
|
|
|
|
|
||
|
|
March 31, 2022 |
|
|
March 31, 2021 |
||
Accrued other |
|
$ |
|
|
$ |
||
Accrued administration expenses |
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
||
Total accrued liabilities |
|
$ |
|
|
$ |
||
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer.
On November 15, 2021, the Company entered into an
Asset Purchase Agreement in which the Company purchased certain intellectual property
in exchange for
The Technology Platforms include but are not limited to:
A. |
Proteomic research platforms which include proprietary blends. |
|
B. |
Combination design Techniques |
|
C. |
Patent Pending Proprietary Blends |
|
D. |
Patent Pending Formulas |
|
E. |
Trademarks and all pending Trademarks |
|
F. |
510K USA FDA, information and Know-how for application |
|
G. |
All Clinical trials, (Right to use) |
|
H. |
CE mark (International) |
|
I. |
Regenerex Library formula incorporated in the Wound Healing Technology. |
|
J. |
Wound Healing Technology QBX |
|
K. |
Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark. |
Products:
1. |
Xcellderma over the counter product. |
|
2. |
Accelerex, combination product as a drug device. |
|
3. |
Accelerex in a tube. |
22 |
Related Party Advances
The Company’s
former Chief Financial Officer (“CFO”) advanced $
NOTE 6 – NOTES PAYABLE TO SHAREHOLDER
During the year ended March
31, 2019, a shareholder of the Company was issued a promissory note in the
principal amount of $
During the year ended March
31, 2020, a shareholder was
During the year ended March 31, 2021, a shareholder
was
During the year ended March 31, 2022, a shareholder
was
Future annual minimum principal only payments for shareholders notes are as follows:
March 31 |
2023 |
2024 |
||
Principal |
$ |
Aggregate interest expense
was $
NOTE 7 – COMMON STOCK
The Company has authorized the issuance of
NOTE 8 – INCOME TAXES
Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. Reconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the years ended March 31, 2022 and 2021:
23 |
|
2022 |
|
|
2021 |
|
||
Federal tax benefit at statutory rate |
|
% |
|
|
% |
||
Permanent differences |
|
- |
% |
|
|
% |
|
Temporary differences |
|
|
|
|
|
|
|
Provision for write down of inventory |
|
% |
|
|
- |
% |
|
Accounts payable and accrued liabilities |
|
% |
|
|
% |
||
Other |
|
- |
% |
|
|
- |
% |
Change in valuation allowance |
|
- |
% |
|
|
- |
% |
Change in effective tax rate |
|
% |
|
|
% |
||
Total provision |
|
% |
|
|
% |
||
The composition of the Company’s deferred tax assets as of March 31, 2022 and 2021 is as follows:
|
||||||||
Asset (Liability) |
||||||||
2022 |
2021 |
|||||||
Other |
$ |
$ |
||||||
Inventory allowance |
||||||||
Net operating loss carryforwards |
|
|||||||
Valuation allowance |
( |
) |
( |
) |
||||
Net deferred tax asset |
$ |
$ |
||||||
The valuation allowance
increased by $
The Company had a net
operating loss carryforward balance of approximately $
The Company’s recognized and unrecognized deferred tax assets related to unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carryforwards as their utilization is not considered “more likely than not” at this time.
The Company has recently filed its US federal income tax returns. The Company’s Federal tax filings are subject to audit since 2016. The Company does not have an ongoing IRS examination.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers. See Note 5 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Asset Purchase Agreement. To date no amounts have been payable under this agreement.
NOTE 10 – SUBSEQUENT EVENTS
On
On
On
24 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and our Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company maintained effective internal control over financial reporting as of March 31, 2022, as such term is defined in Exchange Act Rule 13a-15(f).
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2022.
Management’s Report on Internal Control over Financial Reporting
Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Internal controls for Regenerex Pharma, Inc. ( formerly: Peptide Technologies Inc.) were presented and accepted by the Board as of January 22, 2020 and updated February 10, 2021. The updated internal controls were again presented and accepted by the Board as of February 25, 2022. In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31, 2022, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were effective as of March 31, 2022.
25 |
Inherent Limitations on Internal Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:
|
● |
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes; |
|
● |
Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override; |
|
● |
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; |
|
● |
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and |
|
● |
The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Name |
Age |
Office Held |
Gregory Pilant |
63 |
Director, Chief Executive Officer |
Deborah Pilant |
70 |
Director, Secretary Treasurer |
Bruce Sellars |
67 |
Director |
Irene Getty |
69 |
Chief Financial Officer |
Byron Striloff |
69 |
Vice President Finance |
Troy Thuet |
61 |
Chief Operating Officer |
Dr. Lee Ori |
47 |
Chief R & D Officer |
Mr. Gregory P. Pilant, Director, Chairman of the Board, Chief Executive Officer
Greg Pilant is the founder, CEO, and Chairman of several private companies. Mr. Pilant is a lifelong entrepreneur and founder and Chairman of Greystone Pharmaceuticals, Inc. Prior to Greystone he was CEO of Medical and Pharma Companies including Stanley Pharmaceuticals, National Labs, and MedStat. Mr. Pilant has set-up manufacturing facilities in United States, China, Europe and the Middle East, and has had 30 years of experience in every aspect of Woundcare from FDA and CE compliance reimbursement, manufacturing and distribution. Mr. Pilant was one the of first fifteen voted into University of Memphis “Business Hall of Fame”.
26 |
Ms. Deborah Pilant, Director, Secretary/Treasurer
Deborah Pilant has her Master’s Degree in Education, and Eds Instructional Leadership. She is Founder and CEO of a regional construction company. Ms. Pilant experience includes ten years as Vice-President of sales and marketing with a national book manufacturer as well as twenty years in education and supervision with the Tennessee Board of Education
Mr. Bruce Sellars, Director
Bruce M. Sellars, P.Eng., MBA is a seasoned executive with over 40 years of business experience in a variety of technical, managerial, and executive positions. Mr. Sellars has held executive level positions in business development and marketing for firms in the renewable energy, oil and gas, electric utility, and water and wastewater utility industries. These firms include Texaco Canada, Nexen, North Canadian Oils, EPCOR, TransAlta, Hydroxyl, Hill Murray & Associates, Highwater Power, and Cedar Road LFG. He has created and executed strategic and tactical marketing and sales plans and has led business development and sales teams. Mr. Sellars has successfully led the North American sales efforts for two European manufacturing companies. Mr. Sellars has founded several companies and has been a director of a publicly traded company and several private companies.
Ms. Irene Getty, Chief Financial Officer
Ms. Irene Getty is an experienced executive having served as a Director and President of publicly traded companies. Ms. Getty has over 20 years of accounting experience as an Owner and Director of Aspire Business Service, a company serving various companies in Western Canada. Previously, Ms. Getty gained 25 years of experience in the accounting departments of Rendek Construction Ltd. and other companies in Western Canada. Ms. Getty has been a Director and Officer of a publicly traded company and several private companies.
Mr. Troy Thuet, Chief Operating Officer
Troy Thuet, having completed a Fellowship program in Aging and Regenerative Medicine brings over 15 years of business experience in a variety of managerial and executive positions. As a Managing Partner of a private company, Mr. Thuet has consulted with non-profit and hospital groups with needed Personal Protection Equipment, working with international groups to provide COVID related testing products. Mr. Thuet, an experienced executive with a proven track record for Business Development with individuals and team building, has managed accounts from onboarding, product design and formulation, sourced product components, maintained regulatory compliance, and managed production through completion.
Dr. Lee Ori, Chief R & D Officer
Dr. Lee Ori graduated from Auburn University Harrison School of Pharmacy (AUHSOP) magna cum laude with his doctorate in pharmacy. He worked for Eli Lilly and Company as a clinical liaison to physicians. Lee presently holds pharmacist license(s) in 10 states and has held numerous executive positions based on his extensive compounding background. These include serving as Director or Pharmaceutical Operations for Optimal Health Labs, LLC, and Chief Medical Officer for Ready Scrip, LLC.
Mr. Byron Striloff, Vice President Finance
Mr. Byron Striloff spent 35 years as a senior investment advisor in the areas of personal and corporate investment management, tax planning, venture capital, insurance, and estate planning. He was a producing branch manager and has held senior management and directorship positions for various national investment dealers. His most recent account executive position as a senior personal and corporate investment advisor from 2012 through January 2016 was with CIBC Wood Gundy. He is also presently a Director of Nationwide Self Storage and a Trustee for Valhalla Diamond Trust.
His primary area of specialization is the development of financial strategies that optimize investment performance from long-term trends, tax minimization, and wealth creation for individuals and businesses. He is also a master qualified member of the Dent Foundation and frequently speaks at public seminars on demographic economic forecasting.
27 |
ITEM 11. EXECUTIVE COMPENSATION.
The Company has not awarded or paid to the named executive officers any compensation during the years ended March 31, 2022 and 2021. Effective February 23, 2019, the Board has agreed that salaries will not be accrued or paid for 24 months from the date of the resolution. Further, the Board has agreed on February 25, 2022 that salaries will not be accrued or paid for an additional 15 months from the date of the resolution.
Compensation of Directors
The Company does not compensate its directors for their time spent on behalf of the Company, but they are entitled to receive reimbursement for all out-of-pocket expenses incurred for attending Board of Directors meetings.
Pension and Retirement Plans
Currently, the Company does not offer any annuity, pension, or retirement benefits to any of its officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with the company, or from a change in the control of the Company.
Employment Agreements
The Company does not have written employment agreements with any of its key employees.
Audit Committee
Presently, the Board of Directors is performing the duties that would normally be performed by an audit committee. The Board of Directors intends to form a separate audit committee and is seeking potential independent directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as of March 31, 2022, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s common stock. As of March 31, 2022, there were 277,112,660 shares of common stock outstanding.
The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially owned as of March 31, 2022 by each of the individual directors and executive officers and by all directors and executive officers as a group.
28 |
Name of Beneficial Owner |
Position |
Amount and Nature of Beneficial Owner |
Percent of Common Stock |
Gregory Pilant |
Director, Chief Executive Officer |
200,000,000 |
72.173% |
Deborah Pilant |
Director, Secretary Treasurer |
||
Bruce Sellars |
Director |
5,360,000 |
1.934% |
Irene Getty |
Chief Financial Officer |
255,000 |
0.092% |
Byron Striloff |
Vice President Finance |
5,945,000 |
2.145% |
Troy Thuet |
Chief Operating Officer |
0 |
0% |
Dr. Lee Ori |
Chief R & D Officer |
0 |
0% |
Total Officers and Directors |
211,560,000 |
76.344% |
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees. The aggregate fees billed by dbbmckennon for the audit and reviews of the Company’s financial statements were $30,260 and $24,500 for the fiscal years ended March 31, 2022 and 2021, respectively.
Audit-Related Fees. The aggregate fees billed by dbbmckennon for assurance and related services, that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 2022 and 2021 and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.
Tax Fees. The aggregate fees billed by dbbmckennon for professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended March 31, 2022 and 2021 were $4,000 and $0 respectively.
All Other Fees. The aggregate fees billed by dbbmckennon for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31, 2022 and 2021 were $0.
29 |
PART IV
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
See Item 13 “Financial Statements and Supplementary Data.” The following is a complete list of exhibits filed as part of this Form 10. Exhibit numbers correspond to Item 601 of Regulation S-K.
Exhibit No. |
|
Exhibit Description |
3.0 |
|
Articles of Incorporation (1) |
3.1 |
|
Amended Articles of Incorporation (1) |
3.2 |
|
Amended Articles of Incorporation (1) |
3.3 |
|
Corporate Bylaws (1) |
10.1 |
|
Advance from Shareholder of Regenerex Pharma, Inc. (1) |
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
Notes:
(1) |
Filed as an exhibit to our Registration Statement on Form 10 filed with the SEC on July 28, 2017. |
30 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
|
|
REGENEREX PHARMA, INC.
|
|
Date: |
June 28, 2022 |
By: Name: Title: |
/s/ Gregory Pilant Gregory Pilant Chief Executive Officer |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
|
|
REGENEREX PHARMA, INC.
|
|
Date: |
June 28, 2022 |
By: Name: Title: |
/s/ Irene Getty Irene Getty Chief Financial Officer
|
Date: |
June 28, 2022 |
By: Name: Title: |
/s/ Gregory Pilant Gregory Pilant Director, Chief Executive Officer
|