UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period
ended
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(IRS Employer |
incorporation or organization) |
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Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports required 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 Web site, 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 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller 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
Securities registered pursuant to Section 12(b) of the Act: None
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
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Outstanding at August 9, 2022 |
Common stock, $0.001 par value |
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“Explanatory Note Regarding Forward-Looking Statements:”
This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. 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:
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our ability to add new customers; |
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the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position and cash flows; |
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the potential benefits of and our ability to maintain our relationships, and establish or maintain future collaborations or strategic relationships or obtain additional funding; |
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our marketing capabilities and strategy; |
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our ability to maintain a cost-effective program; |
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our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; |
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our competitive position, and developments and projections relating to our competitors and our industry; |
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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and |
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the impact of laws and regulations. |
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
REGENEREX PHARMA, INC.
INDEX TO FORM 10-Q FILING
FOR THE THREE MONTHS ENDED JUNE 30, 2022 AND 2021
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Management Discussion & Analysis of Financial Condition and Results of Operations |
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PART II - OTHER INFORMATION |
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CERTIFICATIONS |
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31.1 |
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
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31.2 |
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
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32.1 |
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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32.2 |
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REGENEREX PHARMA, INC.
BALANCE SHEETS
(UNAUDITED)
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June 30, 2022 |
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March 31, 2022 |
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ASSETS |
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Current Assets |
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Cash and equivalents |
$ |
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$ |
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Prepaid expenses |
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Total Current Assets |
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Website, net of accumulated amortization of $ |
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Total Assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable |
$ |
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$ |
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Related party advances |
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Accrued compensation |
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Other accrued liabilities |
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Current portion of notes payable to shareholder |
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Total Current Liabilities |
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Notes payable to shareholder, net of current portion |
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Total Liabilities |
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Commitments and Contingencies (Note 7) |
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Stockholders’ Deficit |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited financial statements.
| 1 |
REGENEREX PHARMA, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended |
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June 30 |
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2022 |
2021 |
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Operating Expenses: |
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General and administrative |
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$ |
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Total Operating Expenses |
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Operating Loss |
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Other (Expense): |
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Interest expense |
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Foreign currency gain (loss) |
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Total Other (Expense) |
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Loss from Continuing Operations |
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Loss from Discontinued Operations |
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Net Loss |
$ |
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$ |
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Basic and Diluted Loss per Common Share – Continuing Operations |
$ |
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$ |
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Basic and Diluted Loss per Common Share – Discontinued Operations |
$ |
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$ |
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Weighted Average Number of Common Shares Outstanding |
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The accompanying notes are an integral part of these unaudited financial statements.
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REGENEREX PHARMA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the Three Months Ended |
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June 30 |
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2022 |
2021 |
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Cash Flows from Operating Activities: |
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Net loss |
$ |
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$ |
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Loss on discontinued operations |
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Adjustments to reconcile net loss to cash flows used in operating activities: |
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Depreciation |
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Foreign currency adjustments |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
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Net cash used in continuing operating activities |
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Net cash used in discontinued operating activities |
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Net cash used in operating activities |
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Cash Flows from Investing Activities: |
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Net cash used in investing activities |
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Cash Flows from Financing Activities: |
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Related party advances |
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Proceeds from notes payable to shareholder |
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Net cash provided by financing activities |
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(Decrease) in cash and equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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Supplemental Cash Flow Information – Cash Paid For: |
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Income taxes |
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Interest |
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Non-Cash Investing and Financing Activities: |
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Accrued interest converted into note payable to shareholder |
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The accompanying notes are an integral part of these unaudited financial statements.
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REGENEREX PHARMA, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR
THE THREE MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
(UNAUDITED)
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Additional Paid-in Capital |
Accumulated Deficit |
Stockholders’ Deficit |
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Balance at March 31, 2021 |
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Net loss |
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Balance at June 30, 2021 |
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Balance at March 31, 2022 |
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Net loss |
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Balance at June 30, 2022 |
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The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
REGENEREX PHARMA, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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.
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. 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 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.
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending March 31, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2022 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
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NOTE 3 – 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 $
The Company requires significant cash to launch its business and reduce its payable. 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. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 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 4 –SIGNIFICANT ACCOUNTING POLICIES
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 disclosed in Note 1.
Earnings per Share
Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share. As of June 30, 2022 and 2021, the Company does not have any common share equivalents outstanding.
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 (3) years. Amortization expense for the three
months ended June 30, 2022 and 2021 was $
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Recent Accounting Pronouncements
The Financial Accounting Standards Board issued 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.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6).
Related Party Advances
The Company’s
former Chief Financial Officer (“CFO”) had advanced the Company monies for
operating expenses; no amounts were advanced during the periods presented. The advances
are due on demand, but no later than June 30, 2023. The related party advances began to accrue
interest at ten (10) percent per annum on July 1, 2019. Interest expense was $
The Company’s
Chief Executive Officer (“CFO”) advanced the Company monies for operating
expenses in the amount of $
The related party
advances totaled $
Note Payable to Shareholder
As at June 30, 2022 and March 31, 2022, the Company had various
promissory notes with total outstanding principal balances of $
On May 20, 2022, one note to a shareholder that was originally due on May
20, 2022 with a principal amount of approximately $7,200 ($10,000 Canadian
Funds) was reissued in the principal amount of approximately $
During the three-month period ended June 30, 2022,
Aggregate interest expense was $
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NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY
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:
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Proteomic research platforms which include proprietary blends. |
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Combination design Techniques |
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Patent Pending Proprietary Blends |
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Patent Pending Formulas |
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Trademarks and all pending Trademarks |
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510K USA FDA, information and Know-how for application |
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All Clinical trials, (Right to use) |
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CE mark (International) |
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Regenerex Library formula incorporated in the Wound Healing Technology. |
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Wound Healing Technology QBX |
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Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark. |
Products:
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Xcellderma over the counter product. |
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Accelerex, combination product as a drug device. |
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Accelerex in a tube. |
NOTE 7 – 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 6 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 8 – SUBSEQUENT EVENTS
On
On
On
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On
On
| 9 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Regenerex Pharma, Inc. unless the context requires otherwise.
Forward-Looking Statements
The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
Estimated COVID-19 impacts and uncertainties
COVID-19 has severely impacted, and is expected to continue to impact, the economies of the U.S. and other countries around the world COVID-19 has created significant public health concerns as well as significant volatility, uncertainty and economic disruption in every region in which we operate, all of which have adversely affected and may continue to adversely affect our industries and our business operations. Further, financial and credit markets have experienced and may again experience volatility.
Beginning in our first fiscal quarter of 2020, the novel coronavirus known as “COVID-19" began to spread throughout the world, resulting in a global pandemic. The pandemic triggered a significant downturn in global commerce as early as February 2020 and the challenging market conditions continued throughout the second half of fiscal 2020; through 2021 and into the first half of fiscal 2022, and may continue for an extended period of time.
COVID-19 continued to affect global economic conditions during the three months ended June 30, 2022 The Company expects this will continue in the Company’s second quarter. The situation surrounding COVID-19 remains fluid, and we are actively managing our response in collaboration with team members and business partners and assessing potential impacts to our financial position and operating results, as well as developments in our business.
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 were not realized, and the Company has abandoned its efforts in this area.
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.
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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:
1. |
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). |
2. |
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™. |
3. |
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 3 modes of action to help treat acute and chronic wounds: Protective dressing, moisturizing ointment and 2 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.
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.
| 11 |
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 is using 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.
Financial Results and Trends
Results of Operations for the Three Months Ended June 30, 2022 and 2021
At present, the Company has $0 revenue during the three months ended June 30, 2022 and June 30, 2021. Net loss decreased from $33,952 for the three months ended June 30, 2021 to $23,204 for the three months ended June 30, 2022 due to a discontinued operations loss in the three-month period ending June 30, 2021 and lower accounting fees offset by a lesser increase in filing fees and interest expense.
Liquidity and Capital Resources
The Company requires significant cash to launch its business and reduce its payables. 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. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
Cash Flow
The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
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Three Months Ended |
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|||||
|
June 30, |
|
|||||
|
2022 |
|
|
2021 |
|
||
Net cash (used in) provided by: |
|
|
|
|
|
|
|
Operating activities |
$ |
(35,068 |
) |
|
$ |
(22,493 |
) |
Investing activities |
$ |
— |
|
|
$ |
— |
|
Financing activities |
$ |
34,100 |
|
|
$ |
21,545 |
|
| 12 |
Operating Activities
Cash used in continuing operating activities was $35,068 and $17,218 for the three months ended June 30, 2022 and 2021, respectively as well as discontinued operations of $0 and $5,275. The increase in cash used in operating activities was primarily due to net losses, gains on foreign currency adjustments, and reductions in accounts payable, offset by reductions in prepaid expenses.
Investing Activities
Cash used in investing activities was $0 for the three months ended June 30, 2022 and 2021.
Financing Activities
Cash provided by financing activities was $34,100 and $21,545 for the three months ended June 30, 2022 and 2021, respectively. The increase in cash provided by financing activities was primarily due to an increase in notes payables issued to a shareholder.
Off-Balance Sheet Arrangements
None.
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WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We had no material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
This report includes the certification of our Chief Executive 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 June 30, 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 concluded that our disclosure controls and procedures were effective as of June 30, 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.
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In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were effective as of June 30, 2022.
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:
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● |
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes; |
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● |
Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override; |
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● |
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; |
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|
● |
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and |
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● |
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.
| 15 |
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 2022, the Company is not involved in any material litigation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
During the three months ended June 30, 2022, Regenerex did not sell any unregistered equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
There is no information with respect to which information is not otherwise called for by this form.
ITEM 6. EXHIBITS
Exhibits
3.0 |
Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. |
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|
3.1 |
Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. |
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|
3.2 |
Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. |
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|
3.3 |
Corporate Bylaws. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. |
|
|
10.1 |
Advance from Shareholder of Regenerex Parama, Inc. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017. |
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|
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 |
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|
|
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 |
| 16 |
SIGNATURES
Pursuant to the requirements of 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, thereunto duly authorized.
Registrant |
Regenerex Pharma, Inc. |
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|
|
|
Date: August 9, 2022 |
By: |
/s/ Gregory Pilant |
|
Gregory Pilant |
|
|
Chief Executive Officer |
|