U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2014
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 333-191725
REGEN BIOPHARMA, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 45-5192997 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4700 Spring Street, St 304, La Mesa, California 91942
(Address of Principal Executive Offices)
619 702 1404
(Issuer’s telephone number)
None
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
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).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer |
| ☐ Non-accelerated filer | ☑ Smaller reporting company |
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of January 29, 2015 there were 52,043,917 shares of common stock issued and outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☑
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
| REGEN BIOPHARMA, INC. | ||||||||
| BALANCE SHEET | ||||||||
| As of December 31, | As of September 30, | |||||||
| 2014 | 2014 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 53,622 | $ | 0 | ||||
| Note Receivable | 10,422 | 10,422 | ||||||
| Accrued Interest Receivable | 493 | 233 | ||||||
| Total Current Assets | 64,537 | 10,655 | ||||||
| TOTAL ASSETS | $ | 64,537 | $ | 10,655 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Bank Overdraft | $ | 0 | $ | 6,137 | ||||
| Accounts Payable | 3,501 | 3,305 | ||||||
| Notes Payable | 305,894 | 120,169 | ||||||
| Accrued payroll taxes | 4,899 | 8,463 | ||||||
| Accrued Interest | 8,254 | 2,212 | ||||||
| Accrued Rent | 3,371 | 0 | ||||||
| Total Current Liabilities | 325,919 | 140,286 | ||||||
| TOTAL LIABILITIES | 325,919 | 140,286 | ||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Common Stock, ($0.0001 par value) 500,000,000 shares authorized, 52,043,917 issued and outstanding as of December 31, 2014 and 51,907,917 shares issued and outstanding as of September 30, 2014 | $ | 5,205 | $ | 5,191 | ||||
| Preferred Stock ($0.0001 par value) 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2014 and September 30, 2014 | 0 | 0 | ||||||
| Additional Paid-in Capital | 507,523 | 485,097 | ||||||
| Contributed Capital | 723,658 | 658,658 | ||||||
| Retained Earnings (Deficit) accumulated during the development stage | (1,497,768 | ) | (1,278,577 | ) | ||||
| Total Stockholders' Equity (Deficit) | (261,382 | ) | (129,631 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 64,537 | $ | 10,655 | ||||
The Accompanying Notes are an Integral Part to These Financial Statements.
REGEN BIOPHARMA, INC.
Statements of Operations
| Three Months Ended December 31, 2014 | Three Months Ended December 31, 2013 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Revenues | $ | — | $ | — | ||||
| COST AND Expenses | ||||||||
| Research and Development | 2,237 | 5,825 | ||||||
| General and administrative | 139,453 | 129,295 | ||||||
| Consulting and Professional Fees | 59,848 | 50,715 | ||||||
| Rent | 11,871 | 0 | ||||||
| total Costs and expenses | 213,409 | 185,835 | ||||||
| OPERATING LOSS | (213,409 | ) | (185,835 | ) | ||||
| Other Income &(Expense) | ||||||||
| Interest Income | 260 | 0 | ||||||
| Interest Expense | (6,042 | ) | 0 | |||||
| Capital contribution to parent | 0 | (23,694 | ) | |||||
| Total other income (expense) | (5,782 | ) | (23,694 | ) | ||||
| Net INCOME (Loss) | $ | (219,191 | ) | $ | (209,529 | ) | ||
| Basic and fully diluted earnings (loss) Per Share | (0.0042 | ) | (0.0040 | ) | ||||
| Weighted Average number of common Shares Outstanding | 52,000,576 | 51,764,945 | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements.
| REGEN BIOPHARMA, INC. | ||||||||
| STATEMENT OF CASH FLOWS | ||||||||
| Three Months Ended December 31, | ||||||||
| 2014 | 2013 | |||||||
| (unaudited) | (unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | (219,191 | ) | $ | (209,529 | ) | ||
| Adjustments to reconcile net Income to net cash: | ||||||||
| Common Stock issued for expenses | — | — | ||||||
| Common Stock issued to Consultants | 22,440 | — | ||||||
| Change in other assets and liabilities: | ||||||||
| Increase (Decrease) in Accounts Payable | 196 | 40 | ||||||
| (Increase) Decrease in Notes Receivable | — | — | ||||||
| (Increase) Decrease in Interest Receivable | (260 | ) | — | |||||
| Increase(Decrease) in Bank Overdraft | (6,137 | ) | — | |||||
| Increase (Decrease) in Accrued Expenses | 5,849 | 16,385 | ||||||
| Net Cash Provided by (Used in) Operating Activities | (197,103 | ) | (193,104 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Common Stock issued for Cash | 0 | 300,000 | ||||||
| Increase in Contributed Capital | 65,000 | 45,000 | ||||||
| Increase in Notes Payable | 185,725 | 0 | ||||||
| Net Cash Provided by (Used in) Financing Activities | 250,725 | 345,000 | ||||||
| Net Increase (Decrease) in cash | 53,622 | 151,896 | ||||||
| Cash at beginning of period | 0 | 115,922 | ||||||
| Cash at end of period | $ | 53,622 | $ | 267,818 | ||||
The Accompanying Notes are an Integral Part to These Financial Statements.
REGEN BIOPHARMA, INC.
Notes to Financial Statements
As of December 31, 2014
The accompanying unaudited interim condensed consolidated financial statements of Regen Biopharma , Inc. (“Regen” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended September 30, 2014. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a majority owned subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation.
The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials
A. BASIS OF ACCOUNTING
The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
D. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.
E. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: Quoted prices in active markets for identical assets or liabilities
Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
F. INCOME TAXES
The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2014 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
G. BASIC EARNINGS (LOSS) PER SHARE
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
H. ADVERTISING
Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the three months ended December 31, 2014 and $0 for the three months ended December 31, 2013.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.
The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:
The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.
On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 1,497,768 during the period from April 24, 2012 (inception) through December 31, 2014. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.
NOTE 4. NOTES PAYABLE
| December 31, 2014 | September
30, 2014 | |||||||
| Bio Matrix Scientific Group, Inc. (Note 7) | 86,126 | 90,000 | ||||||
| David Koos ( Notes7) | 55,768 | 30,168 | ||||||
| Bio Technology Partners Business Trust | 164,000 | 0 | ||||||
| Notes payable | $ | 305,894 | $ | 120,168 | ||||
$86,126 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
$55,768 lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.
$164,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
NOTE 5. NOTES RECEIVABLE
| December 31, 2014 | September
30, 2014 | |||||||
| Entest Biomedical, Inc. (Note 7) | $ | 10,422 | $ | 10,422 | ||||
| Notes Receivable | $ | 10,422 | $ | 10,422 | ||||
$10,422 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
NOTE 6. INCOME TAXES
As of December 31, 2014
| Deferred tax assets: | ||||
| Net operating tax carry forwards | $ | 509,241 | ||
| Other | -0- | |||
| Gross deferred tax assets | 509,241 | |||
| Valuation allowance | (509,241) | ) | ||
| Net deferred tax assets | $ | -0- | ||
As of December 31, 2014 the Company has a Deferred Tax Asset of $509,241 completely attributable to net operating loss carry forwards of approximately $1,497,768 (which expire 20 years from the date the loss was incurred).
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income tax is calculated at the 34% Federal Corporate Rate.
NOTE 7. RELATED PARTY TRANSACTIONS
As of December 31, 2014 the Company has received capital contributions from its parent totaling $723,658 and has issued 50,010,000 common shares to its parent for aggregate consideration of $20,090. The Company also utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to the rent payable to the lessor by Entest Biomedical, Inc. and is to be paid in at such time specified in accordance with the original lease agreement between the Entest Biomedical, Inc. and the lessor.
Rent to be charged to Entest Biomedical, Inc. pursuant to the lease is as follows:
$3,241 per month for the period beginning October 1, 2014 and ending November 30, 2014
$3,371 per month for the period beginning December 1, 2014 and ending November 30, 2015
$3,506 per month for the period beginning December 1, 2015 and ending November 30, 2016
As of December 31, 2014 Entest Biomedical Inc. is indebted to the Company in the amount of $10,422. $10,422 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of December 31, 2014 the Company is indebted to its parent in the amount of $86,126. $86,126 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As of December 31, 2014 the Company is indebted to David R. Koos in the amount of $55,768. $55,768 lent to the Company by Koos . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as December 31, 2014:
Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 52,043,917 shares issued and outstanding.
With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.
Preferred Stock, $0.0001 par value, 5,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 0 shares issued and outstanding
The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.
Series AA Preferred Stock
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
NOTE 9. STOCK TRANSACTIONS
On October 30, 2014 the Company issued 136,000 common shares to a member of the Company’s Scientific Advisory Board as consideration for services.
NOTE 10. SUBSEQUENT EVENTS
On January 15, 2015 the Company amended Article 3 of its Certificate of Incorporation to be and read as follows:
3. Authorized Shares:
The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 100,000,000 shares of Preferred Stock having a $.0001 par value.
The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").
The Board of Directors of the Company have authorized 90,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.
Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc.
Material Changes in Financial Condition
As of December 31, 2014, we had Cash on Hand of $ 53,622 and as of September 30, 2014 we had Cash on Hand of $0.
The increase in Cash on Hand of 100 % is primarily attributable to $25,600 lent to the Company by David Koos, the Company’s Chief Executive Officer, during the quarter ended December 31, 2014 and $164,000 lent to the Company by Bio Technology Partners Business Trust during the quarter ended December 31, 2014 offset by $12,374 of debt repaid to the Company’s parent, Bio Matrix Scientific Group, Inc. and funds expended in the operation of the Company’s business during the quarter ended December 31, 2014.
As of December 31, 2014 we had Accrued Interest Receivable of $493 and as of September 30, 2014 we had Accrued Interest Receivable of $233.
The increase in of Accrued Interest Receivable of approximately 115% is attributable to interest accrued but unpaid during the quarter ended December 31, 2014 resulting from $10,422 loaned by the Company to Entest Bio-Medical, Inc.
As of December 31, 2014 we had Accounts Payable of $3,501 and as of September 30, 2014 we had Accounts Payable of $3,305.
The increase in Accounts Payable of approximately 6% is attributable to obligations incurred in the course of the company’s business during the quarter ended December 31, 2014 but not yet paid as of the end of that quarter.
As of December 31, 2014 we had Bank Overdraft of $0 and as of September 30, 2014 we had Bank Overdraft of $6,137.
The decrease in Bank Overdraft of 100% is attributable to loans made to the Company during the quarter ended December 31, 2014.
As of December 31,2014 we had Notes Payable of $305,894 and as of September 30, 2014 we had Notes Payable of $120,169.
The increase in Notes Payable of approximately 154% is attributable to:
$25,600 lent to the Company by the Company’s Chief Executive Officer during the quarter ended December 31, 2014.
$8,500 of company expenses paid by the company’s parent on the Company’s behalf during the quarter ended December 31, 2014.
$164,000 lent to the Company by a third party lender during the quarter ended December 31, 2014.
Offset by:
$12,374 of principal indebtedness repaid by the Company to the company’s parent during the quarter ended December 31, 2014.
As of December 31, 2104 we had Accrued Payroll Taxes of $4,899 and as of December 31, 2014 we had Accrued Payroll Taxes of $8,463.
The decrease in Accrued Payroll Taxes of approximately 42% is attributable to payment by the Company of employer tax obligations incurred in prior periods.
As of December 31, 2104 we had Accrued Interest of $8,524 and as of September 30, 2014 we had Accrued Interest of $2,212.
The increase in Accrued Interest of approximately 273% is attributable to interest expense on Notes Payable of $6,042 incurred during the quarter ended December 31, 2014 but not yet paid.
As of December 31, 2104 we had Accrued Rent of $3,371 and as of September 30, 2014 we had Accrued Rent of $0.
The increase in Accrued Rent is attributable to rental expense incurred but not paid for the month of December 2014.
Material Changes in Results of Operations
Revenues from operations were $0 for the three months ended December 31, 2014 and -0- for the three months ended December 31, 2013. Net Losses were $219,191 for the three months ended December 31, 2014 and $209,529 for the same period ended 2013.
The increase in Net Losses of approximately 4.6% is primarily attributable to:
Greater General and Administrative Expenses, Consulting and Professional Fees, Rental Expense and Interest Expense recognized during the quarter ended December 31, 2014 when compared to the same period ended 2013.
Offset by:
Interest Income recognized during the quarter ended December 31, 2014
Expense related to capital contributions to the Company’s parent of $23,694 recognized during the quarter ended December 31, 2013.
Liquidity and Capital Resources
As of December 31, 2014 we had $53,622 cash on hand and current liabilities of $325,919 such liabilities consisting of Accounts Payable, Notes Payable and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.
The Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts. As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34) grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of the National Institute of Health as grants for which the Company intends to apply.
We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.
As of December 31, 2014 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company's Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.
Changes in Internal Controls over Financial Reporting
In connection with the evaluation of the Company's internal controls during the period commencing on October 1, 2014 and ending on December 31, 2014, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that there were no changes to the Company's internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 30, 2014 the Company issued 136,000 common shares (“Shares”) to a member of the Company’s Scientific Advisory Board as consideration for services
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS
| 31.1 | Certification of Chief Executive Officer |
| 31.2 | Certification of Acting Chief Financial Officer |
| 32.1 | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: February 2, 2015 | Regen BioPharma Inc. , Inc. |
| a Nevada corporation | |
| By: | /s/ David R. Koos |
| David R. Koos | |
| Chief Executive Officer |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Koos, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Regen BioPharma, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: February 2, 2015 | By: | /s/ David R. Koos |
| David R. Koos Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Koos, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Regen BioPharma, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: February 2, 2015 | By: | /s/ David R. Koos |
| David R. Koos Acting Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 2, 2015 | By: | /s/ David R. Koos |
| David R. Koos Chief Executive Officer |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Regen BioPharma, Inc. and will be retained by Regen BioPharma, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 2, 2015 | By: | /s/ David R. Koos |
| David R. Koos Acting Chief Financial Officer |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Regen BioPharma, Inc. and will be retained by Regen BioPharma, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.