0001607062-16-000928.txt : 20160801 0001607062-16-000928.hdr.sgml : 20160801 20160801144227 ACCESSION NUMBER: 0001607062-16-000928 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20160630 FILED AS OF DATE: 20160801 DATE AS OF CHANGE: 20160801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Regen BioPharma Inc CENTRAL INDEX KEY: 0001589150 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 455192997 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-191725 FILM NUMBER: 161796922 BUSINESS ADDRESS: STREET 1: 4700 SPRING ST #304 CITY: LA MESA STATE: CA ZIP: 91942 BUSINESS PHONE: 619-702-1404 MAIL ADDRESS: STREET 1: 4700 SPRING ST #304 CITY: LA MESA STATE: CA ZIP: 91942 10-Q 1 rgbp063016form10q.htm FORM 10-Q

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 June 30, 2016

☐ 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 June 30, 2016 there were 134,548,138 shares of common stock issued and outstanding.

As of June 30, 2016 there were 127,666,697 shares of Series A Preferred 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			As of
	June 30, 2016			September 30, 2015
	(unaudited)
ASSETS
CURRENT ASSETS
Cash		140,317			38,620
Note Receivable		12,051			12,051
Prepaid Expenses		1,000			10,000
Accrued Interest Receivable		2,278			1,381
Due from Former Employees		15,000
Total Current Assets		170,646			62,052

OTHER ASSETS
Available for Sale Securities		80,000			158,400
Total Other Assets		80,000			158,400

TOTAL ASSETS		250,646			220,452

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:

Accounts payable		147,621			25,854
Notes Payable		269,447			222,751
Accrued payroll taxes		798			1,940
Accrued Interest		37,988			21,093
Accrued Rent		15,000			10,000
Accrued Payroll		178,496			36,001

Total Current Liabilities		649,350			317,639
Long Term Liabilities:
Convertible Notes Payable		102,703
Total Long Term Liabilities		102,703
Total Liabilities		752,053			317,639

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 134,548,138 shares issued and outstanding June 30, 2016		13,453			11,474
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
June 30, 2016 and September 30, 2015 respectively
Series A Preferred		12,767			6,098
90,000,000 Authorized and 300,000,000 authorized,
60,981,697 and 127,666,697 outstanding as of September 30, 2105 and June 30, 2016 respectively
Series AA Preferred		3			3
$0.0001 par value 600,000 authorized and 30, 000 outstanding as of September 30, 2015
and June 30, 2016
Additional Paid in capital		16,634,372			11,663,905
Contributed Capital		728,658			728,658
Retained Earnings (Deficit) accumulated during the development stage		(17,778,660	)		(12,473,725	)
Accumulated Other Comprehensive Income		(112,000	)		(33,600	)
Total Stockholders' Equity (Deficit)		(501,407	)		(97,187	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		250,646			220,452

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA , INC.

STATEMENT OF OPERATIONS
(unaudited)


	Quarter Ended		Quarter Ended		Nine Months Ended		Nine Months Ended
	June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015

REVENUES	0		0		0		0

COST AND EXPENSES
Research and Development	208,285		68,081		485,704		93,287
General and Administrative	434,644		463,765		1,358,475		906,754
Consulting and Professional Fees	212,853		73,364		390,933		413,125
Rent	15,000		16,200		45,000		43,071
Total Costs and Expenses	870,782		621,410		2,280,112		1,456,238

OPERATING LOSS	(870,782	)	(621,410	)	(2,280,112	)	(1,456,238	)

OTHER INCOME & (EXPENSES)
Interest Income	300		297		897		848
Refunds of amounts previously paid Interest Expense	(8,804	)	(3,512	)	(18,894	)	(18,742	)
Interest Expense attributable to Amortization of Discount	(4,308	)			(5,202	)
Loss on issuance of common shares for less than fair value	(1,473,490	)	(937,425	)	(3,001,625	)	(9,116,857	)
Preferred shares issued pursuant to contractual obligations			(321	)			(3,475	)
TOTAL OTHER INCOME (EXPENSE)	(1,486,302	)	(940,961	)	(3,024,824	)	(9,138,226	)

NET INCOME (LOSS)	(2,357,084	)	(1,562,371	)	(5,304,936	)	(10,594,463	)

BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	(0.01831	)	(0.01412	)	(0.0426	)	(0.1333	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	128,764,917		110,648,054		124,408,218		79,454,728

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.
STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
	Quarter Ended June 30
	2016		2015
Net Income (Loss)	$	(2,357,084)	$	(1,562,371)
Add:
Unrealized Gains on Securities		23,200		0
Less:
Unrealized Losses on Securities				0
Total Other Comprehensive Income (Loss)		23,200		0
Comprehensive Income	$	(2,333,884)		(1,562,371)


	Nine Months Ended June 30
	2016		2015
Net Income (Loss)	$	(5,304,936)	$	(9,138,226)
Add:
Unrealized Gains on Securities		0		0
Less:
Unrealized Losses on Securities		(78,400)		0
Total Other Comprehensive Income (Loss)		(78,400)		0
Comprehensive Income	$	(5,383,336)		(9,138,226)

The Accompanying Notes are an Integral Part of These Financial Statements


REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)


	Nine Months Ended			Nine Months Ended
	June 30, 2016			June 30, 2015



CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)		(5,304,936	)		(10,594,463	)
Adjustments to reconcile net Income to net cash
					100
Preferred Stock Issued for Expenses
Preferred Stock issued for compensation		3,000
Preferred Stock issued for Interest					891
Preferred Stock issued pursuant to contractual obligations					3,475
Common Stock issued to Consultants					226,177
Preferred Stock issued to Consultants		40			440
Increase (Decrease) in Interest expense attributable to
amortization of Discount		5,202
Increase in issuance of stock below fair value		3,001,625			9,116,857
Increase in Additional Paid in Capital		743,201			380,191
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		121,766			(2,115	)
(Increase) Decrease in Notes Receivable					(1,629	)
(Increase) Decrease in Interest Receivable		(897	)		(848	)
Increase ( Decrease) in Bank Overdraft					(6,137	)
Increase (Decrease) in accrued Expenses		163,249			29,665
(Increase) Decrease in Prepaid Expenses		9,000			(6,289	)
(Increase)Decrease in Due from Former Employee		(15,000	)
Net Cash Provided by (Used in) Operating Activities		(1,273,750	)		(853,685	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		619,938
Preferred Stock issued for Cash		534,813
Increase in Contributed Capital					70,000
Increase ( Decrease) in Notes Payable		70,696			19,582
Increase in Convertible Notes payable		150,000			972,686
Increase in Due to Shareholder

Net Cash Provided by (Used in) Financing Activities		1,375,447			1,062,268

Net Increase (Decrease) in Cash	$	101,696.87		$	208,582.00

Cash at Beginning of Period		38,620			0

Cash at End of Period	$	140,317		$	208,582

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt	$	14,000		$	1,002,686
Preferred Shares Issued for Debt	$	10,000		$	6,000

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.

Notes to Financial Statements

As of June 30, 2016

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, 2015. 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 controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) 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 June 30, 2016 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 June 30, 2016 and $0 for the three months ended June 30, 2015.

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 August 2014, 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 $ 17,778,660 during the period from April 24, 2012 (inception) through June 30, 2016. 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. During the quarter ended June 30, 2016 the Company raised $329,750 through the issuance of equity securities for cash and $50,000 through the issuance of convertible debentures.

During the nine months ended June 30, 2016 the Company raised $1,154,751 through the issuance of equity securities for cash and $150,000 through the issuance of convertible debentures.

NOTE 4. NOTES PAYABLE

	June 30, 2016

David Koos ( Note 8)		50
Bio Technology Partners Business Trust		17,000
Bostonia Partners		242,300
Blackbriar Partners (Note 8)		10,097
Notes payable	$	269,447

$50 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.

$17,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bears simple interest at a rate of 10% per annum.

$60,000 lent to the Company by Bostonia Partners is due and payable September 16, 2016 and bears simple interest at a rate of 10% per annum

$59,000 lent to the Company by Bostonia Partners is due and payable September 22, 2016 and bears simple interest at a rate of 10% per annum.

$20,000 lent to the Company by Bostonia Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.

$30,000 lent to the Company by Bostonia Partners is due and payable February 24, 2017 and bears simple interest at a rate of 10% per annum.

$10,000 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.

$63,300 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.

$3,000 lent to the Company by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.

$7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum.

NOTE 5. CONVERTIBLE NOTES PAYABLE

On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:

(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.

The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.

“Transaction Event” shall mean either of:

(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of June 30, 2016 the unamortized discount on the convertible notes outstanding is $ 38,165. As of June 30, 2016 $100,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2016 is $10,000.

On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

“Transaction Event” shall mean either of:

(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of June 30, 2016 the unamortized discount on the convertible note outstanding is $ 9,132. As of June 30, 2016 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2016 is $5,000.

NOTE 6. NOTES RECEIVABLE

	June 30, 2016
Entest Biomedical, Inc. (Note 8)	$	12,051

Notes Receivable	$	12,051

$12,051 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 7. INCOME TAXES

As of June 30, 2016

Deferred tax assets:
Net operating tax carry forwards	$	6,044,744
Other		-0-
Gross deferred tax assets		6,044,744
Valuation allowance		(6,044,744)
Net deferred tax assets	$	-0-

As of June 30, 2016 the Company has a Deferred Tax Asset of $6,044,744 ompletely attributable to net operating loss carry forwards of approximately $17,778,660 (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 recorded a valuation allowance reducing all deferred tax assets to 0.

Income tax is calculated at the 34% Federal Corporate Rate.

NOTE 8. RELATED PARTY TRANSACTIONS

As of June 30, 2016 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.

The Company 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 $5,000 per month.

As of June 30, 2016 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 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 June 30, 2016 the Company is indebted to David R. Koos in the amount of $50. $50 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.

As of June 30, 2016 the Company is indebted to Blackbriar Partners in the amount of $10,097. $3,000 lent to the Company by Blackbriar Partners is due and payable February 29, 2017 and bears simple interest at a rate of 10% per annum. $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.

On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.

Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

The Agreement may be terminated by The Company:

If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.

The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.

The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.

The Agreement may be terminated by either party in the event of a material breach by the other party.

On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance.

David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.

NOTE 9. COMMITMENTS AND CONTINGENCIES

NOTE 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2016:

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 134,548,138 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, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of June 30, 2016 and 300,000,000 is designated Series A Preferred Stock of which 127,666,697 shares are outstanding as of June 30, 2016.

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.

Series A Preferred Stock

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 300,000,000 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.

11. INVESTMENT SECURITIES

On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee.

The common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of June 30, 2016.

	8,000,000		Common Shares of Entest Biomedical, Inc.

	Basis		Fair Value	Total Unrealized Losses in Other Comprehensive Income		Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2016
$	192,000	$	$80,000	(112,000	)	23,200

NOTE 10. STOCK TRANSACTIONS

Common Stock

On May 9, 2016 the Company issued 700,000 of its Common Shares in satisfaction of $14,000 of principal indebtedness.

On May 23, 2016 the Company issued 1,000,000 of its Common Shares for cash consideration of $12,500.

On June 6, 2016 the Company issued 3,500,000 of its Common Shares for cash consideration of $118,750.

On June 15, 2016 the Company issued 1,095,000 of its Common Shares for cash consideration of $13,687.

Series A Preferred Stock

On April 7, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock in satisfaction of $10,000 of principal indebtedness.

On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate..

On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.

On April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate

On May 23, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.

On June 6, 2016 the Company issued 5,500,000 shares of its Series A Preferred stock for cash consideration of $106,250.

On June 15, 2016 the Company issued 3,285,000 shares of its Series A Preferred stock for cash consideration of $41,062.

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 June 30 2016, we had Cash of $ 140,317 and as of September 30, 2015 we had Cash of $38,620.

The increase in Cash of 263% is primarily attributable to:

The sale of $1,154,751 of equity securities by the Company

The sale of $150,000 of Convertible Debentures by the Company

Net Borrowings of Notes Payable of $70,696 by the Company

As of June 30, 2016 we had Prepaid Expenses of $ 1,000 and as of September 30, 2015 we had Prepaid Expenses of $10,000

The decrease in Prepaid Expenses of 90% is attributable to:

$10,000 of salary prepaid to the Company’s former Chief Scientific Officer having been reclassified during the quarter ended December 31, 2015 as amounts Due from Former Employee as a result of the resignation of the Company’s former Chief Scientific Officer during the quarter ended December 31, 2015

Offset by:

$1,000 in salary having been prepaid to an employee during the quarter ended December 31, 2015

As of June 30 2016 we had Amounts Due from Former Employee of $15,000 and as of September 30, 2015 we had Amounts Due from Former Employee of $0.

The increase in Amounts Due from Former Employee is attributable to:

$5,000 overpayment of salary due to the Company’s former Chief Scientific Officer during the quarter ended December 31, 2015.

As of June 30, 2016 we had Accrued Interest Receivable of $ 2,278 and as of September 30, 2015 we had Accrued Interest Receivable of $1,381

The increase in of Accrued Interest Receivable of approximately 65% is attributable to interest accrued but unpaid during the nine months ended June 30 , 2016 resulting from amounts due to the Company by Entest Bio-Medical, Inc. David R. Koos serves as Chairman of the Board and Chief Executive Officer of both the Company and Entest Bio-Medical, Inc.

As of June 30, 2016 we had Available for Sale Securities of $80,000 and as of September 30, 2015 we had Available for Sale Securities of $158,400

The decrease in Available for Sale Securities of 49 % is attributable to unrealized losses recognized on 8,000,000 common shares of Entest Biomedical, Inc. owned by the Company.

As of June 30, 2016 we had Accounts Payable of $147,621 and as of September 30, 2015 we had Accounts payable of $25,854.

The increase in Accounts Payable of approximately 471% is attributable to increases in outstanding obligations of the Company incurred in the course of business.

As of June 30, 2016, we had Accrued Payroll of $178,496 and as of September 30, 2015 we had Accrued Payroll of $36,001

The increase in Accrued Payroll of approximately 396% is attributable to :

$28,495 in salary expense due to the Company’s President incurred but unpaid during the nine months ended June 31, 2016

$60,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the nine months ended June 30, 2016

$54,000 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the six months ended March 31, 2016.

As of June 30,2016 we had Convertible Notes Payable of $150,000 and as of September 30, 2015 we had Notes Payable of $0.

The increase in Convertible Notes Payable is attributable to

(a) the issuance by the Company of a convertible note in the face amount of $100,000 during the quarter ended March 31, 2016.

(b) the issuance by the Company of a convertible note in the face amount of $50,000 during the quarter ended June 30, 2016.

As of June 30,2016 we had Notes Payable of $269,447 and as of September 30, 2015 we had Notes Payable of $222,751.

The increase in Notes Payable of approximately 21% is attributable to:

Borrowings of $135,000 from unaffiliated lenders during the nine months ended June 30, 2016.

Borrowings of $55,097 from Blackbriar Partners ( a company controlled by Regen’s Chairman and Chief Executive Officer ) during the nine months ended June 30, 2016.

Offset by:

The satisfaction of $24,000 of principal indebtedness owed to third party lenders through the issuance of equity securities during the nine months ended June 30, 2016.

Payment of $54,700 of principal indebtedness owed to third party lenders during the nine months ended June 30, 2016.

Payment of $45,000 of principal indebtedness owed to Blackbriar Partners ( a company controlled by Regen’s Chairman and Chief Executive Officer ) during the nine months ended June 30, 2016.

Payment by the Company of $19,701 of principal indebtedness owed by the Company to Bio Matrix Scientific Group, Inc. ( an entity under common control with the Company)during the quarter ended December 31, 2015.

As of June 30, 2016, we had Accrued Payroll Taxes of $798 and as of September 30, 2015 we had Accrued Payroll Taxes of $1,940.

The decrease in Accrued Payroll of approximately 58% is primarily attributable to payment by the Company of employer tax obligations previously incurred but unpaid.

As of June 30, 2016 we had Accrued Interest of $37,988 and as of September 30, 2015 we had Accrued Interest of $21,093.

The increase in Accrued Interest of approximately 80% is attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the nine months ended June 30, 2016 but not yet paid.

As of June 30, 2016 we had Accrued Rent of $15,000 and as of September 30, 2015 we had Accrued Rent of $10,000.

The increase in Accrued Rent of 50% is attributable to Rental Expenses accrued but unpaid for the months of April 2016, May 2016, and June 2016.

Material Changes in Results of Operations

Revenues from operations were $0 for the three months ended June, 2016 and -0- for the three months ended June 30, 2015. Net Losses were $ 2,357,084 for the three months ended June 30, 2016 and $1,562,371 for the same period ended 2015.

The increase in Net Losses of approximately 51% is primarily attributable to increases in General and Administrative expenses, Research and Development Expenses, Consulting Expenses and the recognition of expenses recognized resulting from the issuance for less than fair value of equity securities during the quarter ended June 30, 2016 as compared to the same period ended June 30, 2015.

Revenues from operations were $0 for the nine months ended June 30, 2016 and -0- for the nine months ended June 30, 2015. Net Losses were $ 5,304,936 for the nine months ended June 30, 2016 and $ 10,594,463 for the same period ended 2015.

The decrease in Net Losses of approximately 50% is primarily attributable to the recognition higher expenses recognized resulting from the issuance for less than fair value of equity securities of the Company during the nine months ended June 30, 2015 as compared to the same period ended 2016.

Liquidity and Capital Resources

As of June 30, 2016 we had $140,317 in cash and current liabilities of $649,350 such liabilities consisting of Accounts Payable, Notes 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. During the nine months ended June 30, 2016 the Company raised $1,154,751 through the issuance of equity securities for cash and $150,000 through the issuance of convertible debentures.

As of June 30, 2016 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 and Todd S. Caven who is the Company’s Chief Financial Officer and 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 and Principal Financial Officer have 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 April 1, 2016 and ending on June 30, 2016, David Koos and Todd S. Caven , who serve as the Company’s Principal Executive Officer and Principal Financial Officer respectively, have 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

Common Stock

On May 9, 2016 the Company issued 700,000 of its Common Shares (“Shares”) in satisfaction of $14,000 of principal indebtedness.

On May 23, 2016 the Company issued 1,000,000 of its Common Shares (“Shares”) for cash consideration of $12,500.

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. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On June 6, 2016 the Company issued 3,500,000 of its Common Shares (“Shares”) for cash consideration of $118,750.

On June 15, 2016 the Company issued 1,095,000 of its Common Shares (“Shares”) for cash consideration of $13,687.

Series A Preferred Stock

On April 7, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock (“Shares”) in satisfaction of $10,000 of principal indebtedness.

On May 23, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $37,500.

On June 6, 2016 the Company issued 5,500,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $106,250.

On June 15, 2016 the Company issued 3,285,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $41,062.

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.

10.1 Form of $50,000 Convertible Note

10.2 Form of $50,000 Unit Purchase Agreement dated June 1, 2016

10.3 Form of $50,000 Unit Purchase Agreement dated May 16 2016

10.4 Form of $54, 750 Unit Purchase Agreement

10.5 Form of $25,000 Unit Purchase Agreement

10.6 Form of $150,000 Unit Purchase Agreement

10.7 Agreement with BA Securities/Objective Capital (a)

10.8 Agremment with CIM Securities (b)

(a)

Incorporated by Reference to Exhibit 10.1 of that Form 8-K filed by Regen dated June 8, 2016

(b)

Incorporated by reference Exhibit 10.1 of that Form 8-K filed by Regen dated July 7, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on July 29, 2016.

			Regen Biopharma, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Principal Executive Officer
	Date:		July 29, 2016

			Regen Biopharma, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Chairman, Director
	Date:		July 29, 2016

			Regen Biopharma, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Caven
	Title:		Principal Financial Officer
	Date:		July 29, 2016

			Regen Biopharma, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Koos
	Title:		Principal Accounting Officer
	Date:		July 29, 2016

EX-10.1 2 rgbp063016exh10_1.htm EXHIBIT 10.1

Exhibit 10.1

CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS NOTE OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER.

Regen BioPharma, Inc.

Issue Date:

4/6/2016

Minimum Investment:

Principal Amount: $50,000

Total Offering : $10 million (equals 10% royalty on NR2F6 transaction as discussed in this document

1. Terms. For value received, the Regen BioPharma, Inc., a Nevada corporation (the “Company”) hereby absolutely and unconditionally promises to pay to the order of ________ ON DEMAND THREE YEARS AFTER THE Issue Date, the principal amount of One Hundred Thousand Dollars ($100,000) and interest on the whole amount of said principal sum outstanding and remaining from time to time unpaid (the “Note”), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to eight percent (8%) simple interest. Interest shall be payable quarterly upon demand or upon conversion pursuant to Section 2 hereunder. Interest shall be computed on the basis of the actual number of days elapsed divided by 365. Principal and interest shall be payable in lawful money of the United States of America, at the principal place of business of the Lender or at such other place as the Lender may have designated from time to time in writing to the Company.

2. Conversion.

2.1 Conversion Right. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”). The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount immediately upon execution of this agreement and any accrued interest may be converted as well.

The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the principal amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price as defined in this Section 2 then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Lender on such conversion date (the “Conversion Date”).

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2.2 Conversion Price. The “Conversion Price” shall be defined as :

(a)

For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(b)

For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(c)

For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(d)

“Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.

2.3 Method of Conversion. Subject to Section 2.1, this Note may be converted by the Lender by submitting to the Company a Notice of Conversion by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 5:00 p.m., New York, New York time. The Lender shall not be required to physically surrender this Note to the Company unless the entire unpaid principal amount of this Note is so converted. The Lender and the Company shall maintain records showing the principal amount so converted and the dates of such conversions so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Lender may not transfer this Note unless the Lender first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Lender a new Note of like tenor, registered as the Lender (upon payment by the Lender of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.

	2

Upon receipt by the Company from the Lender of a facsimile transmission, e-mail, or other reasonable means of communication of a Notice of Conversion meeting the requirements for conversion, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Lender certificates for the Common Stock issuable upon such conversion within five (5) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Lender by crediting the account of Lender’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

2.4 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under the Act.

Subject to the removal provisions set forth below, until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

	3

"NEITHER THE ISSUANCE OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

The legend set forth above shall be removed and the Company shall issue to the Lender a new certificate therefore free of any transfer legend if (i) the Company or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Lender provides the Company or its transfer agent with reasonable assurances that the Common Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by under an effective registration statement filed under the Act or (iv) otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.

3. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Any notice of prepayment hereunder shall be delivered to the Lender at its registered addresses and shall state that the Company is exercising its right to prepay the Note and the date of prepayment, which shall be not more than three (3) Trading Days from the date of the prepayment notice. Upon receipt of a prepayment notice, Lender shall have the right, but not the obligation, to accelerate the conversion period specified in Section 2.1 and convert that portion of the outstanding principal balance which is subject to prepayment to Common Shares as provided for in Section 2.

4. Right to Receive Royalty

4.1 Definitions

“Transaction Event” shall mean either of:

(a)

The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b)

The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

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5. Events of Default.

5.1 The following shall constitute events of default (individually an "Event of Default"):

(a) default in the payment, when due or payable, of an obligation to pay interest or principal under this Note, which default is not cured by payment in full of the amount due within thirty (30) days from the date that the Lender receives notice of the occurrence of such default;

(b) filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Company, which filing or proceeding, is not dismissed within ninety (90) days after the filing or commencement thereof; or

5.2 If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to be immediately due and payable without further notice or demand, whereupon this Note shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Company.

6. Transfer of Note. This Note may not be transferred or assigned other than a transfer or assignment to an Affiliate of the Lender. As used herein, the term “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Lender.

7. Certain Waivers. The Company hereby expressly and irrevocably waives presentment, demand, protest, notice of protest and any other formalities of any kind.

8. Amendment, Modification or Termination. This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Company and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.

9. Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with the laws of the State of California (excluding the laws and rules of law applicable to conflicts or choice of law).

	5

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first above written.

	REGEN BIOPHARMA, INC.

	/s/ David Koos		Dated:4/6/2016
	David Koos Chairman and CEO

The foregoing Convertible Promissory Note is hereby accepted and agreed to by the undersigned on and as of the date first above written.

	6

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $ _________ principal amount and $____________ accrued interest of the Note into that number of shares of Common Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of MONTH DAY, 201X as of the date written below.

Dater of Conversion:
Applicable Conversion Price:
(Attached Bloomberg price documentation)
Number of SHares of Common Stock to be Issued Pursuant to Conversion of the Note:
Amount of Principal Balance Due Remaining Under the Note After This Conversion:

Checked box corresponds to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:
Account Number:

☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name:
Address:


Phone:

XXXXXXXXXXXXXXX, LLC
XXXXXXX		Date

	7

EX-10.2 3 rgbp063016exh10_2.htm EXHIBIT 10.2

Exhibit 10.2

THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.

WHEREAS:

The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.

The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.

THEREFORE, IT IS AGREED AS FOLLOWS

Units

Each Unit shall consist of one ( 1) shares of the common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company

Purchase Price

The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 5 cents per unit.(Each Unit consists of one share of common and three shares of the Series A Preferred Stock of the Company)

Form of Payment

The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company

WIRE INSTRUCTIONS:

Issuance of Units

5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased

Purchaser’s Representations and Warranties

(a)

As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”).

(b)

The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act

(c)

The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser.

(d)

Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.

(e)

The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound.

Company’s representations and warranties

(a)

Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.

(b)

The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound.

Restricted Securities Acknowledgement

Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”

Entire Agreement

This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.

Governing Law, Venue, Waiver Of Jury Trial

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 2nd day of June, 2016.

By:

Company



David Koos, CEO
Regen Biopharma, Inc.


Date:

Purchaser



By:
Its:
Date: 6/1/2016

Number of Units Purchased:	1,000,000
Total Purchase Price:	$50,000

EX-10.3 4 rgbp063016exh10_3.htm EXHIBIT 10.3

Exhibit 10.3

WHEREAS:

The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.

The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.

THEREFORE, IT IS AGREED AS FOLLOWS

Units

Each Unit shall consist of one ( 1) shares of the common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company

Purchase Price

Form of Payment

The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company

WIRE INSTRUCTIONS:

Issuance of Units

5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased

Purchaser’s Representations and Warranties

(a)

(b)

The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act

(c)

(d)

(e)

Company’s representations and warranties

(a)

(b)

Restricted Securities Acknowledgement

Entire Agreement

Governing Law, Venue, Waiver Of Jury Trial

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 16th day of May, 2016.

By:

Company



David Koos, CEO
Regen Biopharma, Inc.


Date:

Purchaser



By:
Its:
Date: 5/16/2016

Number of Units Purchased:	1,000,000
Total Purchase Price:	$50,000

EX-10.4 5 rgbp063016exh10_4.htm EXHIBIT 10.4

Exhibit 10.4

WHEREAS:

The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.

The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.

THEREFORE, IT IS AGREED AS FOLLOWS

Units

Each Unit shall consist of one ( 1) shares of the common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company

Purchase Price

Form of Payment

The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company

WIRE INSTRUCTIONS:

Issuance of Units

5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased

Purchaser’s Representations and Warranties

(a)

(b)

The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act

(c)

(d)

(e)

Company’s representations and warranties

(a)

(b)

Restricted Securities Acknowledgement

Entire Agreement

Governing Law, Venue, Waiver Of Jury Trial

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 16th day of May, 2016.

By:

Company



David Koos, CEO
Regen Biopharma, Inc.


Date:

Purchaser



By:
Its:
Date: 6/13/2016

Number of Units Purchased:	1,095,000
Total Purchase Price:	$54,750

EX-10.5 6 rgbp063016exh10_5.htm EXHIBIT 10.5

Exhibit 10.5

WHEREAS:

The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.

The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.

THEREFORE, IT IS AGREED AS FOLLOWS

Units

Each Unit shall consist of one ( 1) shares of the common stock of the Company and three (3) shares of the Series A Preferred Stock of the Company

Purchase Price

Form of Payment

The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company

WIRE INSTRUCTIONS:

Issuance of Units

5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased

Purchaser’s Representations and Warranties

(a)

(b)

The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act

(c)

(d)

(e)

Company’s representations and warranties

(a)

(b)

Restricted Securities Acknowledgement

Entire Agreement

Governing Law, Venue, Waiver Of Jury Trial

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 23d day of May, 2016.

By:

Company



David Koos, CEO
Regen Biopharma, Inc.


Date:

Purchaser



By:
Its:
Date: 5/23/2016

Number of Units Purchased:	500,000
Total Purchase Price:	$25,000

EX-10.6 7 rgbp063016exh10_6.htm EXHIBIT 10.6

Exhibit 10.6

WHEREAS:

The Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions set forth herein.

The Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.

THEREFORE, IT IS AGREED AS FOLLOWS

Units

Each Unit shall consist of two ( 2) shares of the common stock of the Company and one (1) share of the Series A Preferred Stock of the Company

Purchase Price

The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 15 cents per unit.(Each Unit consists of two shares of common and one share of the Series A Preferred Stock of the Company)

Form of Payment

The Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available funds to the Company

WIRE INSTRUCTIONS:

Issuance of Units

5 business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased

Purchaser’s Representations and Warranties

(a)

(b)

The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act

(c)

(d)

(e)

Company’s representations and warranties

(a)

(b)

Restricted Securities Acknowledgement

Entire Agreement

Governing Law, Venue, Waiver Of Jury Trial

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 27th day of May, 2016.

By:

Company



David Koos, CEO
Regen Biopharma, Inc.


Date:

Purchaser



By:
Its:
Date: 5/27/2016

Number of Units Purchased:	1,000,000
Total Purchase Price:	$150,000

EX-31.1 8 rgbp063016exh31_1.htm EXHIBIT 31.1

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: July 29,2016	By:	/s/ David R. Koos
		David R. Koos Chief Executive Officer

EX-31.2 9 rgbp063016exh31_2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd S. Caven, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Regen BioPharma, Inc.;

(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: July 29, 2016	By:	/s/ Todd S. Caven
		Todd S. Caven Acting Chief Financial Officer

EX-32.1 10 rgbp063016exh32_1.htm EXHIBIT 32.1

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 June 30, 2016 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: July 29, 2016	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

EX-32.2 11 rgbp063016exh32_2.htm EXHIBIT 32.2

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

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: July 29 2016	By:	/s/ Todd S. Caven
		Todd S. Caven Acting Chief Financial Officer

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NOTE 10. STOCKHOLDERS EQUITY   The stockholders equity section of the Company contains the following classes of capital stock as of June 30, 2016:   Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 134,548,138 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 Companys stockholders, a ratable share in the assets of the Corporation. Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of June 30, 2016 and 300,000,000 is designated Series A Preferred Stock of which 127,666,697 shares are outstanding as of June 30, 2016. The abovementioned shares authorized pursuant to the Companys 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.   Series A Preferred Stock   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 300,000,000 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. 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Regen BioPharma Inc 0001589150 10-Q 2016-06-30 false --09-30 No No Yes Smaller Reporting Company Q3 2016

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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 controlled subsidiary of Bio-Matrix Scientific Group, Inc, (BMSN) 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 Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2016 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 June 30, 2016 and $0 for the three months ended June 30, 2015.

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 Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2016 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 June 30, 2016 and $0 for the three months ended June 30, 2015.

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 entitys 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 awards 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 August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entitys 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 entitys 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 entitys liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial StatementsLiquidation Basis of Accounting. Even when an entitys liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entitys 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.   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr> <td style="width: 100%; font: 12pt Times New Roman, Times, Serif; text-align: center">8 </td></tr> <tr> <td style="font: 12pt Times New Roman, Times, Serif; text-align: center"> </td></tr> </table> 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 Companys 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 Companys 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 Companys 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 $ 17,778,660 during the period from April 24, 2012 (inception) through June 30, 2016. This condition raises substantial doubt about the Companys ability to continue as a going concern. The Companys 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. During the quarter ended June 30, 2016 the Company raised $329,750 through the issuance of equity securities for cash and $50,000 through the issuance of convertible debentures.   During the nine months ended June 30, 2016 the Company raised $1,154,751 through the issuance of equity securities for cash and $150,000 through the issuance of convertible debentures.

NOTE 4. NOTES PAYABLE   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2016</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 72%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">David Koos ( Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">50</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Bio Technology Partners Business Trust</td> <td> </td> <td> </td> <td style="text-align: right">17,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Bostonia Partners</td> <td> </td> <td> </td> <td style="text-align: right">242,300</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Blackbriar Partners (Note 8)</td> <td> </td> <td> </td> <td style="text-align: right">10,097</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-indent: -0.25in">Notes payable</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">269,447</td> <td> </td></tr> </table>    $50 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.   $17,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bears simple interest at a rate of 10% per annum.   $60,000 lent to the Company by Bostonia Partners is due and payable September 16, 2016 and bears simple interest at a rate of 10% per annum   $59,000 lent to the Company by Bostonia Partners is due and payable September 22, 2016 and bears simple interest at a rate of 10% per annum.   $20,000 lent to the Company by Bostonia Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.   $30,000 lent to the Company by Bostonia Partners is due and payable February 24, 2017 and bears simple interest at a rate of 10% per annum.   $10,000 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.   $63,300 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.   $3,000 lent to the Company by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.   $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum.

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2016</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 72%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">David Koos ( Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">50</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Bio Technology Partners Business Trust</td> <td> </td> <td> </td> <td style="text-align: right">17,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Bostonia Partners</td> <td> </td> <td> </td> <td style="text-align: right">242,300</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Blackbriar Partners (Note 8)</td> <td> </td> <td> </td> <td style="text-align: right">10,097</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-indent: -0.25in">Notes payable</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">269,447</td> <td> </td></tr> </table>

17000

60000

59000

3000

20000

30000

10000

63300

7097

2016-09-16

2016-09-22

2017-02-19

2017-02-24

2017-03-08

2017-02-19

2017-05-10

2017-05-09

NOTE 6. NOTES RECEIVABLE   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2016</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 72%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">Entest Biomedical, Inc. (Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">12,051</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-indent: -0.25in">Notes Receivable</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">12,051</td> <td> </td></tr> </table>    $12,051 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.

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2016</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 72%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">Entest Biomedical, Inc. (Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">12,051</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-indent: -0.25in">Notes Receivable</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">12,051</td> <td> </td></tr> </table>

12051

NOTE 7. INCOME TAXES   As of June 30, 2016   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Deferred tax assets:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 72%; text-align: justify">Net operating tax carry forwards</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">6,044,744</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Other</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Gross deferred tax assets</td> <td> </td> <td> </td> <td style="text-align: right">6,044,744</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Valuation allowance</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(6,044,744)</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Net deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td> </td></tr> </table>   As of June 30, 2016 the Company has a Deferred Tax Asset of $6,044,744 ompletely attributable to net operating loss carry forwards of approximately $17,778,660 (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 recorded a valuation allowance reducing all deferred tax assets to 0.   Income tax is calculated at the 34% Federal Corporate Rate.

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Deferred tax assets:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 72%; text-align: justify">Net operating tax carry forwards</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">6,044,744</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Other</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Gross deferred tax assets</td> <td> </td> <td> </td> <td style="text-align: right">6,044,744</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Valuation allowance</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(6,044,744)</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Net deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td> </td></tr> </table>

0.34

NOTE 8. RELATED PARTY TRANSACTIONS   As of June 30, 2016 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (BMSN) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.   The Company 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 Companys 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 $5,000 per month.   As of June 30, 2016 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 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 June 30, 2016 the Company is indebted to David R. Koos in the amount of $50. $50 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.   As of June 30, 2016 the Company is indebted to Blackbriar Partners in the amount of $10,097. $3,000 lent to the Company by Blackbriar Partners is due and payable February 29, 2017 and bears simple interest at a rate of 10% per annum. $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.   On June 23, 2015 the Company entered into an agreement (Agreement) with Zander Therapeutics, Inc. ( Zander) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company ( License IP) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.   Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.   The abovementioned payments may be made, at Zanders discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.   Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.   Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).   Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).   The Agreement may be terminated by The Company:   If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zanders first commercial sale of a Licensed Product.   The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.   The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.   The Agreement may be terminated by either party in the event of a material breach by the other party.   On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance. David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.

100000

0.04

10000

8000000

NOTE 9. COMMITMENTS AND CONTINGENCIES   The Company 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 Companys 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 $5,000 per month.

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 300,000,000 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.

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 10. STOCK TRANSACTIONS   Common Stock   On May 9, 2016 the Company issued 700,000 of its Common Shares in satisfaction of $14,000 of principal indebtedness.   On May 23, 2016 the Company issued 1,000,000 of its Common Shares for cash consideration of $12,500.   On June 6, 2016 the Company issued 3,500,000 of its Common Shares for cash consideration of $118,750.   On June 15, 2016 the Company issued 1,095,000 of its Common Shares for cash consideration of $13,687.     Series A Preferred Stock   On April 7, 2016 the Company issued 1,000,000 shares of its Series A Preferred stock in satisfaction of $10,000 of principal indebtedness.   On April 7, 2016 Regen Biopharma, Inc. (Regen) issued 10,000,000 shares of Regens Series A Preferred Stock (Shares) to David Koos, Regens Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regens Investigational New Drug Application for HemaXellerate..   On April 7, 2016 Regen Biopharma, Inc. (Regen) issued 10,000,000 shares of Regens Series A Preferred Stock (Shares) to Harry Lander , Regens President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regens Investigational New Drug Application for HemaXellerate.   On April 7, 2016 Regen Biopharma, Inc. (Regen) issued 10,000,000 shares of Regens Series A Preferred Stock (Shares) to Todd Caven , Regens Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regens Investigational New Drug Application for HemaXellerate  On May 23, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.   On June 6, 2016 the Company issued 5,500,000 shares of its Series A Preferred stock for cash consideration of $106,250.   On June 15, 2016 the Company issued 3,285,000 shares of its Series A Preferred stock for cash consideration of $41,062.

37500

106250

41062

10000

15000

80000

158400

80000

158400

1154751

329750

102703

100

150000

50000

NOTE 5. CONVERTIBLE NOTES PAYABLE   On March 8, 2016 (Issue date) the Company issued a Convertible Note (Note) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:   (a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (Year 1) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (Year 2) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (Year 3) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (d) Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lenders securities.   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   Transaction Event shall mean either of:   (a) The sale by the Company of the Companys proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Companys proprietary NR2F6 intellectual property   The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of June 30, 2016 the unamortized discount on the convertible notes outstanding is $ 38,165. As of June 30, 2016 $100,000 of the principal amount of the Note remains outstanding.   The amount by which the Notes as converted value exceeds the principal amount as of June 30, 2016 is $10,000.   On April 6, 2016 (Issue date) the Company issued a Convertible Note (Note) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:   (a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (Year 1) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (Year 2) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (Year 3) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (d) Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lenders securities.   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   Transaction Event shall mean either of:   (a) The sale by the Company of the Companys proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Companys proprietary NR2F6 intellectual property   The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of June 30, 2016 the unamortized discount on the convertible note outstanding is $ 9,132. As of June 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Notes as converted value exceeds the principal amount as of June 30, 2016 is $5,000.

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(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (Year 1) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (Year 2) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (Year 3) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (d) Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lenders securities.   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   Transaction Event shall mean either of:   (a) The sale by the Company of the Companys proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Companys proprietary NR2F6 intellectual property

(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (Year 1) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (Year 2) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (Year 3) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).   (d) Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lenders securities.   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   Transaction Event shall mean either of:   (a) The sale by the Company of the Companys proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Companys proprietary NR2F6 intellectual property

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<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: silver"> <td> </td> <td style="text-align: right">8,000,000</td> <td> </td> <td colspan="2"> </td> <td colspan="5">Common Shares of Entest Biomedical, Inc.</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td> </td> <td style="border-bottom: black 1pt solid; text-align: center">Basis</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Fair Value</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Total Unrealized Losses in Other Comprehensive Income</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Net Unrealized Gain or (Loss) realized during the quarter  ended June 30, 2016</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>$</td> <td style="text-align: right">192,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">$80,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(112,000</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">23,200</td> <td> </td></tr> </table>

11. INVESTMENT SECURITIES On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee. The common shares of Entest Biomedical, Inc described above constitute the Companys sole investment securities as of June 30, 2016. <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: silver"> <td> </td> <td style="text-align: right">8,000,000</td> <td> </td> <td colspan="2"> </td> <td colspan="5">Common Shares of Entest Biomedical, Inc.</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td> </td> <td style="border-bottom: black 1pt solid; text-align: center">Basis</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Fair Value</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Total Unrealized Losses in Other Comprehensive Income</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Net Unrealized Gain or (Loss) realized during the quarter  ended June 30, 2016</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>$</td> <td style="text-align: right">192,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">$80,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(112,000</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">23,200</td> <td> </td></tr> </table>

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Document and Entity Information	9 Months Ended
Document and Entity Information	Jun. 30, 2016 shares
Entity Registrant Name	Regen BioPharma Inc
Entity Central Index Key	0001589150
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	134,548,138
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016
Series A Preferred
Entity Preferred Stock, Shares Outstanding	127,666,697

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Balance Sheet (Unaudited) - USD ($)	Jun. 30, 2016	Sep. 30, 2015
CURRENT ASSETS
Cash	$ 140,317	$ 38,620
Note Receivable	12,051	12,051
Prepaid Expenses	1,000	10,000
Accrued Interest Receivable	2,278	1,381
Due from Former Employees	15,000
Total Current Assets	170,646	62,052
OTHER ASSETS
Available for Sale Securities	80,000	158,400
Total Other Assets	80,000	158,400
TOTAL ASSETS	250,646	220,452
Current Liabilities:
Accounts payable	147,621	25,854
Notes Payable	269,447	222,751
Accrued payroll taxes	798	1,940
Accrued Interest	37,988	21,093
Accrued Rent	15,000	10,000
Accrued Payroll	178,496	36,001
Total Current Liabilities	649,350	317,639
Long Term Liabilities:
Convertivle Notes Payable	102,703
Total Long Term Liabilities	102,703
Total Liabilities	752,053	317,639
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 134,548,138 shares issued and outstanding June 30, 2016	13,453	11,474
Series A Preferred 90,000,000 Authorized and 300,000,000 authorized, 60,981,697 and 127,666,697 outstanding as of September 30, 2105 and June 30, 2016 respectively	12,767	6,098
Series AA Preferred $0.0001 par value 600,000 authorized and 30,000 outstanding as of September 30, 2015 and June 30, 2016	3	3
Additional Paid in capital	16,634,372	11,663,905
Contributed Capital	728,658	728,658
Retained Earnings (Deficit) accumulated during the development stage	(17,778,660)	(12,473,725)
Accumulated other comprehensive income	(112,000)	(33,600)
Total Stockholders' Equity (Deficit)	(501,407)	(97,187)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 250,646	$ 220,452

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Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2016	Sep. 30, 2015
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	134,548,138	114,753,938
Common stock, shares outstanding	134,548,138	114,753,938
Preferred stock, par value	$ 0.0001	$ .0001
Preferred stock, shares authorized	800,000,000	100,000,000
Series A Preferred
Preferred stock, par value	$ .0001	$ 0.0001
Preferred stock, shares authorized	300,000,000	90,000,000
Preferred stock, shares issued	127,666,697	60,981,697
Preferred stock, shares outstanding	127,666,697	60,981,697
Series AA Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	600,000	600,000
Preferred stock, shares issued	30,000	30,000
Preferred stock, shares outstanding	30,000	30,000

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Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statement of Operations (Unaudited) - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0
COST AND EXPENSES
Research and Development	208,285	68,081	485,704	93,287
General and Administrative	434,644	463,765	1,358,475	906,754
Consulting and Professional Fees	212,853	73,364	390,933	413,125
Rent	15,000	16,200	45,000	43,071
Total Costs and Expenses	870,782	621,410	2,280,112	1,456,238
OPERATING LOSS	(870,782)	(621,410)	(2,280,112)	(1,456,238)
OTHER INCOME & (EXPENSES)
Interest Income	300	297	897	848
Refunds of amounts previously paid Interest Expense	(8,804)	(3,512)	(18,894)	(18,742)
Interest Expense attributable to Amortization Discount	(4,308)		(5,202)
Loss on issuance of common shares for less than fair value	(1,473,490)	(937,425)	(3,001,625)	(9,116,857)
Preferred shares issued pursuant to contractual obligations		(321)		(3,475)
TOTAL OTHER INCOME (EXPENSE)	(1,486,302)	(940,961)	(3,024,824)	(9,138,226)
Net Income (Loss)	$ (2,357,084)	$ (1,562,371)	$ (5,304,936)	$ (10,594,463)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$ (0.01831)	$ (0.01412)	$ (0.0426)	$ (0.1333)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	128,764,917	110,648,054	124,408,218	79,454,728

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Statement of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statement of Comprehensive Income (Unaudited) - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement Of Comprehensive Income
Net Income (Loss)	$ (2,357,084)	$ (1,562,371)	$ (5,304,936)	$ (9,138,226)
Add:
Unrealized Gains on Securities	23,200	0	0	0
Less:
Unrealized Losses on Securities		0	(78,400)	0
Total Other Comprehensive Income (Loss)	23,200	0	(78,400)	0
Comprehensive Income	$ (2,333,884)	$ (1,562,371)	$ (5,383,336)	$ (9,138,226)

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Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statement of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2016	Jun. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$ (5,304,936)	$ (10,594,463)
Adjustments to reconcile net Income to net cash
Preferred Stock issued for Expenses		100
Preferred Stock issued for compensation	3,000
Preferres Stock issued for Interest		891
Preferred Stock issued pursuant to contractual obligations		3,475
Common Stock issued to Consultants		226,177
Preferred Stock issued to Consultants	40	440
Increase (Decrease) in Interest expense attributable to amortization of Discount	(5,202)
Increase in issuance of stock below fair value	3,001,625	9,116,857
Increase in Additional Paid in Capital	743,201	380,191
Increase (Decrease) in Accounts Payable	121,766	(2,115)
(Increase) Decrease in Notes Receivable		(1,629)
(Increase) Decrease in Interest Receivable	(897)	(848)
Increase (Decrease) in Bank Overdraft		(6,137)
Increase (Decrease) in Accrued Expenses	163,249	29,665
(Increase) Decrease in Prepaid Expenses	9,000	(6,289)
(Increase) Decrease in Due from Former Employee	(15,000)
Net Cash Provided by (Used in) Operating Activities	(1,273,750)	(853,685)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash	619,938
Preferred Stock issued for Cash	534,813
Increase in Contributed Capital		70,000
Increase (Decrease) in Notes Payable	70,696	19,582
Increase in Convertible Notes Payable	150,000	972,686
Net Cash Provided by (Used in) Financing Activities	1,375,447	1,062,268
Net Increase (Decrease) in Cash	101,697	208,582
Cash at Beginning of Period	38,620	0
Cash at End of Period	140,317	208,582
Supplemental Disclosure of Noncash investing and financing activities:
Common Shares Issued for Debt	14,000	1,002,686
Preferred Shares Issued for Debt	$ 10,000	$ 6,000

XML 24 R7.htm IDEA: XBRL DOCUMENT

Organization and Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2016

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

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 controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) a Delaware corporation.

A. BASIS OF ACCOUNTING

B. USE OF 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

E. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1: Quoted prices in active markets for identical 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 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

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 June 30, 2016 and $0 for the three months ended June 30, 2015.

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Recent Accounting Pronouncements

9 Months Ended

Jun. 30, 2016

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

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.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=66092750

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e725-108305

+ Details

XML 26 R9.htm IDEA: XBRL DOCUMENT

Going Concern

9 Months Ended

Jun. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 3. GOING CONCERN

During the nine months ended June 30, 2016 the Company raised $1,154,751 through the issuance of equity securities for cash and $150,000 through the issuance of convertible debentures.

XML 27 R10.htm IDEA: XBRL DOCUMENT

Notes Payable

9 Months Ended

Jun. 30, 2016

Debt Disclosure [Abstract]

Notes Payable

NOTE 4. NOTES PAYABLE

	June 30, 2016

David Koos ( Note 8)		50
Bio Technology Partners Business Trust		17,000
Bostonia Partners		242,300
Blackbriar Partners (Note 8)		10,097
Notes payable	$	269,447