0001607062-15-000195.txt : 20150507 0001607062-15-000195.hdr.sgml : 20150507 20150507092522 ACCESSION NUMBER: 0001607062-15-000195 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150507 DATE AS OF CHANGE: 20150507 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: 15839748 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 rgbp20150331form10q.htm QUARTERLY REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

☐ 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 May 1 , 2015 there were 110,739,382 shares of common stock issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

REGEN BIOPHARMA, INC.
BALANCE SHEET
		As of March 31,			As of September 30,
		2015			2014
		(unaudited)
ASSETS
Current Assets
Cash	$	521,974		$	—
Note Receivable		12,051			10,422
Accrued Interest Receivable		784			233
Total Current Assets		534,809			10,655

TOTAL ASSETS	$	534,809		$	10,655

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft	$	—		$	6,137
Accounts Payable		16,207			3,305
Notes Payable		133,751			120,169
Accrued payroll taxes		2,976			8,463
Accrued Interest		14,635			2,212
Accrued Rent		5,000			—
Accrued Payroll		7,501			—
Total Current Liabilities		180,070			140,286

TOTAL LIABILITIES		180,070			140,286

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, ($0.0001 par value) 500,000,000 shares authorized, 109,310,811 issued and outstanding as of March 31, 2015 and 51,907,917 shares issued and outstanding as of September 30, 2014	$	10,932		$	5,191
Preferred Stock 100,000,000 authorized and 5,000,000 shares authorized; as of March 31, 2015 and September 30, 2014
Series A Preferred, 90,000,000 authorized; 57,134,079 and outstanding as of March 31, 2015 and September 30, 2014 respectively		5,714			—
Series AA Preferred ($0.0001) par value 600,000 authorized and 30,000 and 0 outstanding as of March 31, 2015 and September 30, 2014 respectively		3			—
Additional Paid-in Capital		9,905,102			485,097
Contributed Capital		743,658			658,658
Retained Earnings (Deficit) accumulated during the development stage		(10,310,670	)		(1,278,577	)
Total Stockholders' Equity (Deficit)		354,739			(129,631	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	534,809		$	10,655

The Accompanying Notes are an Integral Part to These Financial Statements.

REGEN BIOPHARMA, INC.
STATEMENT OF OPERATIONS


	Three Months Ended March 31,						Six Months Ended March 31,
	2015			2014			2015			2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)

REVENUES	$	—		$	—		$	—		$	—

COST AND EXPENSES
Research and Development		22,969			8,042			25,206			13,867
General and Administrative		303,536			133,086			442,989			262,381
Consulting and Professional Fees		279,913			28,915			339,761			79,630
Rent		15,000			—			26,871			—
Total Costs and Expenses		621,419			170,043			834,828			355,878

OPERATING LOSS		(621,419	)		(170,043	)		(834,828	)		(355,878	)

OTHER INCOME & (EXPENSES)
Interest Income		291			—			551			—
Interest Expense		(9,188	)		—			(15,230	)		—
Capital contribution to parent		—			(16,158	)		—			(39,852	)
Loss on issuance of common shares for less than fair value		(8,179,432	)		—			(8,179,432	)		—
Preferred shares issued pursuant to contractual obligations		(3,154	)		—			(3,154	)		—

TOTAL OTHER INCOME (EXPENSE)		(8,191,483	)		(16,158	)		(8,197,265	)		(39,852	)

NET INCOME (LOSS)	$	(8,812,901	)	$	(186,201	)	$	(9,032,092	)	$	(395,730	)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$	(0.1224	)	$	(0.004	)	$	(0.0970	)	$	(0.0080	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		71,986,230			51,910,000			93,139,424			51,552,253

The accompanying notes are an integral part of these financial statements.

REGEN BIOPHARMA, INC.
STATEMENT OF CASH FLOWS

	Six Months Ended March 31,
	2015			2014
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(9,032,092	)	$	(395,730	)
Adjustments to reconcile net Income to net cash:
Preferred Stock issued for Expenses		100			—
Preferred Stock issued for interest		891			—
Common Stock issued for expenses		—			—
Preferred Stock issued pursuant to contractual obligations		3,154			—
Common Stock issued to Consultants		226,177			—
Preferred Stock issued to Consultants		420			—
Change in other assets and liabilities:
Increase (Decrease) in Accounts Payable		12,902			833
(Increase) Decrease in Notes Receivable		(1,629	)		—
(Increase) Decrease in Interest Receivable		(551	)		—
Increase(Decrease) in Bank Overdraft		(6,137	)		—
Increase (Decrease) in Accrued Expenses		19,437			6,764
Net Cash Provided by (Used in) Operating Activities		(8,777,329	)		(388,133	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		0			300,000
Increase in Contributed Capital		85,000			95,000
Increase (Decrease) in Notes Payable		19,582			—
Increase in Convertible Notes Payable		882,686			—
Increase in issuance of stock below fair value		8,179,432			—
Increase in Additional Paid in Capital		132,603			—
Net Cash Provided by (Used in) Financing Activities		9,299,303			395,000

Net Increase (Decrease) in cash		521,974			6,867
Cash at beginning of period		—			115,922

Cash at end of period	$	521,974		$	122,789

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt	$	882,686		$	—
Preferred Shares Issued for Debt	$	6,000		$	—

The Accompanying Notes are an Integral Part to These Financial Statements.

REGEN BIOPHARMA, INC.

Notes to Financial Statements

As of March 31, 2015

The accompanying unaudited interim condensed consolidated financial statements of Regen Biopharma , Inc. (“Regen” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended September 30, 2014. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a majority owned subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation.

The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.

B. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

D. PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.

E. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2015 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 March 31, 2015 and $0 for the three months ended March 31, 2014.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.

On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:

The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.

Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.

While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.

On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 10,310,670 during the period from April 24, 2012 (inception) through March 31, 2015. 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 March 31, 2015 the Company raised $775,000 through the issuance of convertible debt ( Note 4).

NOTE 4. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

	March 31, 2015		September 30, 2014
Bio Matrix Scientific Group, Inc. (Note 7)		19,701		90,000
David Koos ( Notes7)		50		30,168
Bio Technology Partners Business Trust		114,000		0
Notes payable	$	133,751	$	120,168

$19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

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

$114,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

CONVERTIBLE NOTES PAYABLE

During the quarter ended March 31, 2015 the Company issued Convertible Notes ( “Notes”) with an aggregate face value of $882,686 .. Consideration for these Notes consisted of:

(a)

$775,000 cash and

(b)

Satisfaction of $107,686 of existing indebtedness:

Each Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.

Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.

If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series “A” Stock of the Company for each share of Common Stock received through conversion.

All Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of the Company’s Series A Preferred shares were issued to Noteholders pursuant to the terms and conditions of the Notes.

The Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

The Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685 was recognized by the Company. This liability was eliminated prior to the end of the Company’s second quarter as a result of the full conversion of all Notes prior to the end of the Company’s second quarter.

NOTE 5. NOTES RECEIVABLE

	March 31, 2015		September 30, 2014
Entest Biomedical, Inc. (Note 7)	$	12,051	$	10,422

Notes Receivable	$	12,051	$	10,422

$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 6. INCOME TAXES

As of March 31, 2015

Deferred tax assets:
Net operating tax carry forwards	$	3,505,628
Other		-0-
Gross deferred tax assets		3,505,628
Valuation allowance		(3,505,628	)
Net deferred tax assets	$	-0-

As of March 31, 2014 the Company has a Deferred Tax Asset of $3,505,628 completely attributable to net operating loss carry forwards of approximately $10,310,670 (which expire 20 years from the date the loss was incurred).

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0.

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

NOTE 7. RELATED PARTY TRANSACTIONS

As of March 31, 2015 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 $743,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090. The Company also utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.

As of March 31, 2015 Entest Biomedical Inc. is indebted to the Company in the amount of $12,052. $12,052 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 March 31, 2015 the Company is indebted to BMSN in the amount of $19,701. $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

As of March 31, 2015 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.

On March 6, 2015 the Company issued 2,060,214 of its common shares to David R. Koos, the Company’s Chairman and Chief Executive Officer, in satisfaction of $57,686 of convertible indebtedness.

On March 17, 2015 the Company issued 2,060,214 of its shares of Series A Preferred stock to David R. Koos, the Company’s Chairman and Chief Executive Officer ,in accordance with the terms and conditions of a convertible note issued to David R. Koos by the Company.

On March 9, 2015 the company issued 227,632 common shares of Regen to Todd Caven, the Company’s Chief Financial Officer, as consideration for consulting services performed by Caven prior to his employment with the Company.

During the quarter ended March 31, 2015 the Company paid $9,000 and issued 1,000,000 shares of its Series A Preferred stock to Thomas Ichim, the Company’s Chief Scientific Officer, in consideration of the sale by Icim to the Company of all right, title, and interest in and to the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark Office on September 11, 2011.

NOTE 8. 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 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.

On March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San Diego, CA 92121 from Human BioMolecular Research Institute (“Sublease Agreement”). Pursuant to the terms of the Sublease Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (“HBRI”) .. The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal.

On March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional, scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the agreement.

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as March 31, 2015:

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 109,310,811 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, 100,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of March 31, 2015 and 90,000,000 is designated Series A Preferred Stock of which 57,134, 079 shares are outstanding as of March 31, 2015.

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 90,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.

If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.

NOTE 10. STOCK DIVIDEND

During the quarter ended March 31, 2015 a stock dividend of 10,395,217 Series A Preferred shares was paid to the Company’s common shareholders of record as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma, Inc. common Stock owned as of the Record Date.

NOTE 11. STOCK TRANSACTIONS

Common Stock:

On February 13, 2015 the Company issued 9,000,000 of its common shares to David R. Koos, the Company’s Chairman and Chief Executive Officer, as a Restricted stock Award.

On February 13, 2015 the Company issued 7,500,000 of its common shares to Todd Caven, the Company’s Chief Financial Officer, as a Restricted stock Award.

On February 13, 2015 the Company issued 6,000,000 of its common shares to Thomas ichim, the Company’s Chief Scientific Officer and a member of the Board of Directors, as a Restricted stock Award.

On March 6 , 2015 19,932,520 Common Shares were issued in satisfaction of $557,686 of convertible indebtedness and $890 of accrued interest on Convertible Notes.

On March 6, 2015 the Company issued 500,000 of its common shares with a fair value of $140,000 as consideration for consulting services rendered.

On March 6, 2015 the Company issued 227,632 of its common shares with a fair value of $ 63,737 to the Company’s Chief Financial Officer as consideration for consulting services rendered prior to his employment with the Company.

Between March 9, 2015 and March 26, 2015 11,606,742 Common Shares were issued in satisfaction of $325,000 of convertible indebtedness.

Series A Preferred Stock:

On March 11, 2015 a stock dividend of 10,395,217 Series A Preferred shares was paid to the Company’s common shareholders of record as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen Biopharma, Inc. common Stock owned as of the Record Date.

On March 17, 2015 the Company issued 26,181,719 shares of its Series A Preferred Stock in accordance with the terms and conditions of convertible notes issued.

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock to David R. Koos, the Company’s Chairman and Chief Executive Officer, as a Restricted Stock Award

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock to Todd Caven, the Company’s Chief Financial Officer, as a Restricted Stock Award

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock to Thomas Ichim, the Company’s Chief Scientific Officer, as a Restricted Stock Award

On March 17, 2015 the Company issued 1,000,000 shares of its Series A Preferred Stock to Thomas Ichim, the Company’s Chief Scientific Officer, as partial consideration for the sale to the company by Ichim of all right, title, and interest in and to the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark Office on September 11, 2011

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock to an employee as a Restricted Stock Award.

On March 17, 2015 the Company issued 4,200,000 shares of its Series A Preferred Stock to consultants for services.

Series AA Preferred Stock:

On February 13, 2015 the Company issued 10,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (“BMSN”) in satisfaction of $2,000 of indebtedness owed by the company to BMSN.

On March 23, 2015 the Company issued 20,000 shares of its Series AA Preferred Stock to Bio Matrix Scientific Group, Inc. (“BMSN”) in satisfaction of $4,000 of indebtedness owed by the company to BMSN.

NOTE 12. SUBSEQUENT EVENTS

On April 6, 2015 Regen issued a $40,000 face value Convertible Promissory Note ( “Note”) to joint individual investors (“Lender”) for consideration of $40,000. The Note becomes due and payable at the demand of the Lender at any time after March 6, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.

All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent the lower of (1) a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the Lender’s securities.

(2) $0.03 per share

Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.

On April 14, 2015 1,428,571 Common Shares of Regen were issued in satisfaction of the abovementioned convertible note.

On April 14, 2015 the Company issued 1,428,571 shares of its Series A Preferred Stock in accordance with the terms and conditions of abovementioned convertible note.

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 March 31, 2015, we had Cash on Hand of $ 521,974 and as of September 30, 2014 we had Cash on Hand of $0.

The increase in Cash on Hand of 100 % is primarily attributable to :

(a)

$25, 650 lent to the Company by David Koos, the Company’s Chief Executive Officer, during the six months ended March 31, 2015

(b)

$264, 000 lent to the Company by Bio Technology Partners Business Trust during the six months ended March 31, 2015

(c)

$775,000 paid to the Company as a result of issuance of convertible notes during the six months ended March 31, 2015

Offset by $60,425 of debt repaid to the Company’s parent, Bio Matrix Scientific Group, Inc. and funds expended in the operation of the Company’s business during the six months ended March 31, 2015.

As of March 31, 2015, we had Notes Receivable of $ 12,051 and as of September 30, 2014 we had Notes Receivable of $10,422 .

The increase in Notes Receivable of approximately 16 % is attributable to overpayment of $1,629 of rental charges to Entest Biomedical, Inc. by the Company which the parties have agreed shall be due and payable to the Company by Entest Biomedical, Inc and which shall bear simple interest at 10% per annum.

As of March 31, 2015 we had Accrued Interest Receivable of $784 and as of September 30, 2014 we had Accrued Interest Receivable of $233.

The increase in of Accrued Interest Receivable of approximately 236% is attributable to interest accrued but unpaid during the six months ended March 31 , 2015 resulting from amounts due to the Company by Entest Bio-Medical, Inc.

As of March 31, 2015 we had Bank Overdraft of $0 and as of September 30, 2014 we had Bank Overdraft of $6,137.

The decrease in Bank Overdraft of 100% is attributable to loans made to the Company during the quarter ended December 31, 2014.

As of March 31, 2015 we had Accounts Payable of $16,207 and as of September 30, 2014 we had Accounts payable of $3,305.

The increase in Accounts Payable of approximately 390% is primarily attributable to$10,100 in payables incurred with regards to services provided by the company’s Transfer Agent as well as additional payables incurred in the operation of the Company’s business during the six months ended March 31, 2015.

As of May 31,2015 we had Notes Payable of $133,751 and as of September 30, 2014 we had Notes Payable of $120,169.

The increase in Notes Payable of approximately 11% is attributable to:

(a)

$25, 650 lent to the Company by the Company’s Chief Executive Officer during the six months ended March 31, 2015

(b)

$164,000 lent to the Company by a third party lender during the quarter ended December 31, 2014.

(c)

$8,500 of company expenses paid by Bio Matrix Scientific Group, Inc. on the Company’s behalf during the quarter ended December 31, 2014.

Offset by:

(a)

$48,051 of principal debt repaid in cash to Bio Matrix Scientific Group, Inc. during the six months ended March 31, 2015

(a)

$6,000 of principal debt owed to Bio Matrix Scientific Group, Inc satisfied through the issuance of the Company’s Series AA Preferred stock

(b)

$105,768 of principal indebtedness satisfied through the issuance of convertible notes to the creditors.

As of March 31, 2105 we had Accrued Payroll Taxes of $2,976 and as of September 30, 2014 we had Accrued Payroll Taxes of $8,463.

The decrease in Accrued Payroll Taxes of approximately 64% is attributable to payment by the Company of employer tax obligations incurred in prior periods.

As of March 31, 2105 we had Accrued Interest of $14,635 and as of September 30, 2014 we had Accrued Interest of $2,212.

The increase in Accrued Interest of approximately 561% is attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the six months ended March 31 , 2015 but not yet paid offset by $1,918 of accrued interest owed to the company’s Chief Executive Officer satisfied by the issuance of a convertible note to the Officer as well as $890 of accrued interest on convertible notes satisfied through the issuance of common stock.

As of March 31, 2105 we had Accrued Rent of $5,000 and as of September 30, 2014 we had Accrued Rent of $0.

The increase in Accrued Rent is attributable to rental expense incurred but not paid for the month of March 2015.

As of March 31, 2015 we had Accrued Salaries of $7,501 and as of September 30, 2014 we had Accrued Salaries of $0.

The increase is attributable to $6,750 of salary accrued during the quarter ended March 31, 2015 but not yet paid due to the Company’s Chief Financial Officer and $751 of salary accrued during the quarter ended March 31, 2015 but not yet paid due to an employee.

Material Changes in Results of Operations

Revenues from operations were $0 for the three months ended March 31, 2015 and -0- for the three months ended March 31 , 2014. Net Losses were $8,812,901 for the three months ended March 31, 2015 and $186,201 for the same period ended 2014.

The increase in Net Losses of approximately 4,633% is primarily attributable to the recognition of $8,179,432 of expenses recognized during the quarter ended March 31, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company.

Revenues from operations were $0 for the six months ended March 31, 2015 and -0- for the six months ended March 31 , 2014. Net Losses were $9,032,092 for the six months ended March 31, 2015 and $395,730 for the same period ended 2014.

The increase in Net Losses of approximately 2,182% is primarily attributable to the recognition of $8,179,432 of expenses recognized during the quarter ended March 31, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company.

Liquidity and Capital Resources

As of March 31, 2015 we had $521,974 cash on hand and current liabilities of $180,070 such liabilities consisting of Accounts Payable, Notes Payable and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

The Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts. As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34) grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of the National Institute of Health as grants for which the Company intends to apply.

We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances. 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 March 31, 2015 the Company raised $775,000 through the issuance of convertible debt

As of March 31, 2015 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 October 1, 2014 and ending on December 31, 2014, 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

CONVERTIBLE NOTES:

During the quarter ended March 31, 2015 the Company issued Convertible Notes ( “Notes”) with an aggregate face value of $882,686 .. Consideration for these Notes consisted of:

(a) $775,000 cash and

(b) Satisfaction of $107,686 of existing indebtedness:

The Notes 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 Notes were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Notes. There was no advertisement or general solicitation made in connection with this Offer and Sale of Notes. A legend was placed on the Notes stating that the Notes have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Notes.

Cash proceeds received from all the aforementioned Notes will be utilized by Regen for general corporate purposes.

All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent the lower of (1) a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. “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 Regen and the Lender. “Trading Day” shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the Lender’s securities.

(2) $0.03 per share

Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.

The Note was 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 Note was sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note. A legend was placed on the Note stating that the Note has not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Note. Cash proceeds received from the Note will be utilized by Regen for general corporate purposes. On April 14, 2015 1,428,571 Common Shares of Regen were issued in satisfaction of the abovementioned convertible note. On April 14, 2015 the Company issued 1,428,571 shares of its Series A Preferred Stock in accordance with the terms and conditions of abovementioned convertible note.

Common Shares:

On February 13, 2015 the Company issued 9,000,000 of its Common Shares (“Shares”) to David R. Koos, the Company’s Chairman and Chief Executive Officer, as a Restricted stock Award.

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.

On February 13, 2015 the Company issued 7,500,000 of its Common Shares (“Shares”) to Todd Caven, the Company’s Chief Financial Officer, as a Restricted stock Award.

On February 13, 2015 the Company issued 6,000,000 of its Common Shares (“Shares”) to Thomas Ichim, the Company’s Chief Scientific Officer and a member of the Board of Directors, as a Restricted stock Award.

On March 6 , 2015 19,932,520 Common Shares (“Shares”) were issued in satisfaction of $557,686 of convertible indebtedness and $890 of accrued interest on Convertible Notes.

On March 6, 2015 the Company issued 500,000 of its Common Shares (“Shares”) with a fair value of $140,000 as consideration for consulting services rendered.

On March 6, 2015 the Company issued 227,632 of its Common Shares (“Shares”) with a fair value of $ 63,737 to the Company’s Chief Financial Officer as consideration for consulting services rendered prior to his employment with the Company.

Between March 9, 2015 and March 26, 2015 11,606,742 Common Shares (“Shares”) were issued in satisfaction of $325,000 of convertible indebtedness.

On April 14, 2015 1,428,571 Common Shares (“Shares”) of Regen were issued in satisfaction of $40,000 of convertible indebtedness.

Series A Preferred Stock:

On March 17, 2015 the Company issued 26,181,719 shares of its Series A Preferred Stock (“Shares”) in accordance with the terms and conditions of convertible notes issued.

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to David R. Koos, the Company’s Chairman and Chief Executive Officer, as a Restricted Stock Award

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to Todd Caven, the Company’s Chief Financial Officer, as a Restricted Stock Award

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to Thomas Ichim, the Company’s Chief Scientific Officer, as a Restricted Stock Award

On March 17, 2015 the Company issued 1,000,000 shares of its Series A Preferred Stock (“Shares”) to Thomas Ichim, the Company’s Chief Scientific Officer, as partial consideration for the sale to the company by Ichim of all right, title, and interest in and to the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark Office on September 11, 2011.

On March 17, 2015 the Company issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to an employee as a Restricted Stock Award.

On March 17, 2015 the Company issued 4,200,000 shares of its Series A Preferred Stock (“Shares”) to consultants for services.

On April 14, 2015 the Company issued 1,428,571 shares of its Series A Preferred Stock (“Shares”) in accordance with the terms and conditions of a convertible note.

Series AA Preferred Stock:

On February 13, 2015 the Company issued 10,000 shares of its Series AA Preferred Stock (“Shares”) to Bio Matrix Scientific Group, Inc. (“BMSN”) in satisfaction of $2,000 of indebtedness owed by the company to BMSN.

On March 23, 2015 the Company issued 20,000 shares of its Series AA Preferred Stock (“Shares”) to Bio Matrix Scientific Group, Inc. (“BMSN”) in satisfaction of $4,000 of indebtedness owed by the company to BMSN.

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 Convertible Note

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.

	Regen Biopharma, Inc.

Dated: May 1 , 2015	By: /s/ David Koos
	David Koos
	Chief Executive Officer


Dated: May 1 , 2015	By: /s/ Todd S. Caven
	Todd S. Caven
	Chief Financial Officer

EX-10.1 2 rgbp20150331form10qex10_1.htm CONVERTIBLE PROMISSORY NOTE

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: March 6 , 2015 Principal Amount: $40,000

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 AT ANY TIME AFTER March 6. , 2016 (the “Maturity Date”), the principal amount of Forty Thousand Dollars ($40,000) 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 ten percent (10%) 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”).

2.2 Conversion Price. The “Conversion Price” shall be defined as a 65% discount to the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or 3 cents per share ( whichever is lower) . “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.

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 Timing of the sale of Common Shares. Upon expiration of Rule 144, the Company will, at the request of the Investor, remove the sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this note, each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to Rule 144.

2.5 Concerning the Shares. The shares of Common Stock and/or Preferred 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 and/or Preferred 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:

"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 and/or Preferred 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 and/or Preferred 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 and/or Preferred 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.

2.6 Incentive to Convert on or prior to 180 Days from Issue Date. Each Lender who converts principal into Common Stock of the Company on or prior to 180 days from Issuance shall receive one share of Preferred Series “A” Stock of the Company for each share of Common Stock received through conversion. Lenders who convert principal into Common Stock of the Company after 180 from Issuance shall receive no shares of Preferred Stock of the Company.

3. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than three (3) 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. Events of Default.

4.1 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

4.2 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.

5. 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.

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

7. 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.

8. 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).

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 R. Koos	4/7/ 2015
David R. 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.

EX-31.1 3 rgbp20150331form10qex31_1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Koos, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2015	By:	/s/ David R. Koos
		David R. Koos Chief Executive Officer

EX-31.2 4 rgbp20150331form10qex31_2.htm CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER

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: May 1, 2015	By:	/s/ Todd S. Caven
		Todd S. Caven Acting Chief Financial Officer

EX-32.1 5 rgbp20150331form10qex32_1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2015 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: May 1, 2015	By:	/s/ David R. Koos
		David R. Koos Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Regen BioPharma, Inc. and will be retained by Regen BioPharma, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 6 rgbp20150331form10qex32_2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER

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: May 1, 2015	By:	/s/ Todd S. Caven
		Todd S. Caven Acting Chief Financial Officer

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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 majority owned subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation.   The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials   A. BASIS OF ACCOUNTING   The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.   B. USE OF ESTIMATES   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   C. CASH EQUIVALENTS   The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.     D. PROPERTY AND EQUIPMENT   Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.   E. FAIR VALUE OF FINANCIAL INSTRUMENTS   Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:   Level 1:  Quoted prices in active markets for identical assets or liabilities   Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.   Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.   F. INCOME TAXES   The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.   The Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the 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 March 31, 2015 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 March 31, 2015 and $0 for the three months ended March 31, 2014.

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS   In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.   The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.   In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial StatementsLiquidation 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 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 4. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE   <table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td colspan="3" style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">March 31, 2015</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td colspan="3" style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">September 30, 2014</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">Bio Matrix Scientific Group, Inc. (Note 7)</td> <td style="width: 8%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 12%; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">19,701</td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 8%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 12%; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">90,000</td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">David Koos ( Notes7) </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">50</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">30,168</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">Bio Technology Partners Business Trust</td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">114,000</td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">0</td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-indent: -0.25in">Notes payable</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">133,751</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">120,168</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> </table>    $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.   $50 lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.   $114,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.   CONVERTIBLE NOTES PAYABLE   During the quarter ended March 31, 2015 the Company issued Convertible Notes ( Notes) with an aggregate face value of $882,686 . Consideration for these Notes consisted of:   <table cellpadding="0" cellspacing="0" style="width: 100%; font: 11pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; background-color: white"><tr style="vertical-align: top"> <td style="width: 20pt"></td><td style="width: 18pt">(a)</td><td style="text-align: justify">$775,000 cash and</td></tr></table> <table cellpadding="0" cellspacing="0" style="width: 100%; font: 11pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; background-color: white"><tr style="vertical-align: top"> <td style="width: 20pt"></td><td style="width: 18pt">(b)</td><td style="text-align: justify">Satisfaction of $107,686 of existing indebtedness:</td></tr></table>   Each Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.   All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( Conversion Price) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. 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 Regen and the Lender. Trading Day shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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 Regen relating to the Lenders securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.   Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.   If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion.   All Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of the Companys Series A Preferred shares were issued to Noteholders pursuant to the terms and conditions of the Notes.   The Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Companys convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.   The Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685 was recognized by the Company. This liability was eliminated prior to the end of the Companys second quarter as a result of the full conversion of all Notes prior to the end of the Companys second quarter.

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.

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 March 31, 2015 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.

H. ADVERTISING   Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the three months ended March 31, 2015 and $0 for the three months ended March 31, 2014.

<table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td colspan="3" style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">March 31, 2015</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td colspan="3" style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">September 30, 2014</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">Bio Matrix Scientific Group, Inc. (Note 7)</td> <td style="width: 8%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 12%; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">19,701</td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 8%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 12%; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">90,000</td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">David Koos ( Notes7) </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">50</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">30,168</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">Bio Technology Partners Business Trust</td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">114,000</td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">0</td> <td style="font: 12pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-indent: -0.25in">Notes payable</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">133,751</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">120,168</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td colspan="3" style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">March 31, 2015</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td colspan="3" style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">September 30, 2014</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in">Entest Biomedical, Inc. (Note 7)</td> <td style="width: 8%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="width: 12%; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">12,051</td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 8%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="width: 12%; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">10,422</td> <td style="width: 1%; font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: -0.25in"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 20pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-indent: -0.25in">Notes Receivable</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">12,051</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif">$</td> <td style="border-bottom: black 1pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: right">10,422</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Deferred tax assets:</td> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td colspan="2" style="padding-right: 1.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center"> </td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: justify"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 89%; padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Net operating tax carry forwards</td> <td style="width: 1%; padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="width: 1%; padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">$</td> <td style="width: 5%; padding-right: 0.8pt; font: 9pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">3,505,628</td> <td style="width: 4%; padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Other</td> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="border-bottom: black 1.5pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: center">-0-</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: justify"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Gross deferred tax assets</td> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="padding-right: 0.8pt; font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: center"> </td> <td style="padding-right: 0.8pt; font: 8pt/115% Calibri, Helvetica, Sans-Serif; text-align: center">3,505,628</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: justify"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Valuation allowance</td> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="border-bottom: black 1.5pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: center"> </td> <td style="border-bottom: black 1.5pt solid; font: 11pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: center">(3,505,628</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: justify">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">Net deferred tax assets</td> <td style="padding-right: 0.8pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"> </td> <td style="border-bottom: black 1.5pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: center">$</td> <td style="border-bottom: black 1.5pt solid; font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: center">-0-</td> <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 0.8pt; text-align: justify"> </td></tr> </table>

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19701

90000

30168

114000

133751

120168

882686

775000

107686

31539262

31538862

2368685

12051

10422

12051

10422

0.10

3505628

-3505628

3505628

10310670

0.34

743658

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12052

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9000

1000000

400

2700

0.0001

100000000

10395217

9000000 7500000 6000000 19932520 557686 500000 140000 63737 11606742

325000

26181719 2500000 2500000 2500000 2500000 4200000

10000

20000

2000 4000 40000 1428571 1428571

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ML#Z6F[CMA4HEFY6*]&$8R\L\(3',3;B(L()7$53&`A\!W8A5UJK59B7"-/90 MC",@>WLRH3Y!0TW2V\J(]QB\QDKJ`9^)@29-G!4&.Y[6-$+.99<)=(A9VP,^ M8WXT)`^4AQB6"B;:7M7\O,K6U0K>3!`6#?!TVM+$6:]?Y&K9/1+(#LXS+M;K51K;OX M`OWU)9E;G4ZGT4IEL40-R#[6E_`;U69]>\W!&Y#%-Y;P]?O/R\1?E>%G$__K#)[_\_'DY$#)H(=&++Y_\]NS)BZ\^_?V[QR7P;8%' M1?B01D2B6^0('?`(=#.&<24G(W&^%<,04V<%#H%V">F>"AW@K3EF9;@.<8UW M5T#Q*`->G]UW9!V$8J9H"><;8>0`]SAG'2Y*#7!#\RI8>#B+@W+F8E;$'6!\ M6,:[BV/'M;U9`E4S"TK']MV0.&+N,QPK')"8**3G^)20$NWN4>K8=8_Z@DL^ M4>@>11U,2TTRI",GD!:+=FD$?IF7Z0RN=FRS=Q=U."O3>H<],9&R;,UM`?H6G'X# M0[TJ=?L>FT1.[P:3?$45*&'=`X+&(_D%,(48SVN2J#[W$W M0_0[^`''*]U]EQ+'W:<7@CLT<$1:!(B>F8D27UXGW(G?P9Q-,#%5!DJZ4ZDC M&O]=V684ZK;E\*YLM[UMV,3*DF?W1+%>A?L/EN@=/(OW"63%\A;UKD*_J]#> M6U^A5^7RQ=?E12F&*JT;$MMKF\X[6MEX3RAC`S5GY*8TO;>$#6C\S210*:D`XD2+N&\:(9+:6L\ M]/[*GC8;^AQB*X?$:H^/[?"Z'LZ.&SD9(U5@SK09HW5-X*S,UJ^D1$&WUV%6 MTT*=F5O-B&:*HL,M5UF;V)S+P>2Y:C"86Q,Z&P3]$%BY"<=^S1K..YB1L;:[ M]5'F%N.%BW21#/&8I#[2>B_[J&:+T5';:S76&A[R<=+V)G!4ALZ%8JNU'N_*J8E+\@58IA_#]31>\G<`6Q/M8>\.%V M6&"D,Z7M<:%"#E4H":G?%]`XF-H!T0)7O#`-005WU.:_((?ZO\TY2\.D-9PD MU0$-D*"P'ZE0$+(/994FRE)")J(*X,K%BC\@A84-=`YMZ;_=0 M"*%NJDE:!@SN9/RY[VD&C0+=Y!3SS:ED^=YK<^"?[GQL,H-2;ATV#4UF_US$ MO#U8[*IVO5F>[;U%1?3$HLVJ9UD!S`I;02M-^]<4X9Q;K:U82QJO-3+AP(O+ M&L-@WA`E<)&$]!_8_ZCPF?W@H3?4(3^`VHK@^X4F!F$#47W)-AY(%T@[.(+& MR0[:8-*DK&G3UDE;+=NL+[C3S?F>,+:6["S^/J>Q\^;,9>?DXD4:.[6P8VL[ MMM+4X-F3*0I#D^P@8QQCOI05/V;QT7UP]`Y\-I@Q)4TPP:&PO M=V]R:W-H965T&F;Z&0U658'RE MV%[RU@82S1MJ0;^I16=>V"2[ADY2O=MW-TS)#B@VHA'VV9-B)-GL<=LJ33<- M^'Y*

Stock Dividend (Details Narrative)	3 Months Ended
Stock Dividend (Details Narrative)	Mar. 31, 2015
Accounting Policies [Abstract]
Stock dividend paid	10,395,217us-gaap_PreferredStockDividendsShares

Notes Payable and Convertible Notes Payable (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Face value of convertible notes issued	$ 882,686us-gaap_NotesIssued1
Cash consideration for issued notes	775,000us-gaap_ProceedsFromConvertibleDebt
Satisfaction of existing indebtedness	107,686us-gaap_ExtinguishmentOfDebtAmount
Common shares issued upon conversion of notes payable	31,539,262
Series A preferred shares issued upon conversion of notes payable	31,538,862
Derivative liability	$ 2,368,685

Income Taxes (Details Narrative) (USD $)	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Deferred Tax Asset	$ 3,505,628us-gaap_DeferredTaxAssetsNetCurrent
Net operating loss carry forwards	$ 10,310,670us-gaap_OperatingLossCarryforwards
Federal corporate rate	34.00%RGBP_FederalCorporateInterestRate

Income Taxes - Deferred tax assets (Details) (USD $)	Mar. 31, 2015
Deferred tax assets:
Net operating tax carry forwards	$ 3,505,628
Other
Gross deferred tax assets	3,505,628us-gaap_DeferredTaxAssetsGross
Valuation allowance	(3,505,628)
Net deferred tax assets

Related Party Transactions (Details Narrative) (USD $)	3 Months Ended	35 Months Ended
Related Party Transactions (Details Narrative) (USD $)	Mar. 31, 2015	Mar. 31, 2015	Mar. 17, 2015	Mar. 09, 2015	Mar. 06, 2015	Sep. 30, 2014
Related Party Transactions [Abstract]
Capital contributions from related party		$ 743,658
Common shares issued to BMSN		50,010,000
Value of shares issued to BMSN		20,090
Monthly rent payable to Entest	5,000RGBP_LeaseAndRentalExpense1
Amount due from related party (ENTB)	12,052us-gaap_DueFromRelatedParties	12,052us-gaap_DueFromRelatedParties
Amount payable to related party (BMSN)	19,701	19,701				90,000
Amount due to company CEO	50	50
Common shares issued to ceo in satisfaction of convertible debt					2,060,214
Amount of debt converted					57,686
Series A Preferred stock issued to ceo			2,060,214
Common shares issued to cfo for consulting services				227,632
Cash paid to cso for intangible asset	$ 9,000
Shares issued to cso	1,000,000

Commitments and Contingencies (Details Narrative) (USD $)	Mar. 20, 2015
Commitments and Contingencies Disclosure [Abstract]
Monthly sublease fee to HBRI	$ 400us-gaap_ContractualObligation
Monthly research agreement fee	$ 2,700RGBP_ContractualObligation1

Stockholders Equity (Details Narrative) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Equity [Abstract]
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, authorized	500,000,000us-gaap_CommonStockSharesAuthorized	500,000,000us-gaap_CommonStockSharesAuthorized
Common stock issued and outstanding	109,310,811us-gaap_CommonStockSharesIssued	51,907,917us-gaap_CommonStockSharesIssued
Preferred stock, par value	$ 0.0001
Preferred stock, authorized	100,000,000us-gaap_PreferredStockSharesAuthorized
Series AA Preferred stock, shares authorized	600,000	600,000
Series AA Preferred stock, shares issued and outstanding	30,000RGBP_SeriesAAPreferredStockSharesIssued	0RGBP_SeriesAAPreferredStockSharesIssued
Series A Preferred stock, shares authorized	90,000,000	90,000,000
Series A Preferred stock, shares issued and outstanding	57,134,079RGBP_SeriesAPreferredStockSharesIssued
Series A Preferred stock, par value	$ 0.0001	$ 0.0001
Series AA Preferred stock, par value	$ 0.0001	$ 0.0001

Balance Sheet (Unaudited) (USD $)	Mar. 31, 2015	Sep. 30, 2014
CURRENT ASSETS
Cash	$ 521,974us-gaap_Cash
Note Receivable	12,051us-gaap_AccountsAndNotesReceivableNet	10,422us-gaap_AccountsAndNotesReceivableNet
Accrued Interest Receivable	784us-gaap_InterestReceivableCurrent	233us-gaap_InterestReceivableCurrent
Total Current Assets	534,809us-gaap_AssetsCurrent	10,655us-gaap_AssetsCurrent
TOTAL ASSETS	534,809us-gaap_Assets	10,655us-gaap_Assets
Current Liabilities:
Bank Overdraft		6,137us-gaap_BankOverdrafts
Accounts payable	16,207us-gaap_AccountsPayableCurrent	3,305us-gaap_AccountsPayableCurrent
Notes Payable	133,751us-gaap_NotesAndLoansPayable	120,169us-gaap_NotesAndLoansPayable
Accrued payroll taxes	2,976us-gaap_AccruedPayrollTaxesCurrent	8,463us-gaap_AccruedPayrollTaxesCurrent
Accrued Interest	14,635	2,212
Accrued Rent	5,000RGBP_AccruedRent
Accrued Payroll	7,501
Total Current Liabilities	180,070us-gaap_LiabilitiesCurrent	140,286us-gaap_LiabilitiesCurrent
Total Liabilities	180,070us-gaap_Liabilities	140,286us-gaap_Liabilities
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock, ($0.0001 par value) 500,000,000 shares authorized, 109,310,811 issued and outstanding as of March 31, 2015 and 51,907,917 shares issued and outstanding as of September 30, 2014	10,932us-gaap_CommonStockValue	5,191us-gaap_CommonStockValue
Series A Preferred, 90,000,000 authorized; 57,134,079 and outstanding as of March 31, 2015 and September 30, 2014 respectively	5,714RGBP_PreferredStockAValue
Series AA Preferred ($0.0001) par value 600,000 authorized and 30,000 and 0 outstanding as of March 31, 2015 and September 30, 2014 respectively	3RGBP_PreferredStockAAValue
Additional Paid in capital	9,905,102us-gaap_AdditionalPaidInCapital	485,097us-gaap_AdditionalPaidInCapital
Contributed Capital	743,658us-gaap_OtherAdditionalCapital	658,658us-gaap_OtherAdditionalCapital
Retained Earnings (Deficit) accumulated during the development stage	(10,310,670)	(1,278,577)
Total Stockholders' Equity (Deficit)	354,739us-gaap_StockholdersEquity	(129,631)us-gaap_StockholdersEquity
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 534,809	$ 10,655

Subsequent Events (Details Narrative) (USD $)	Apr. 14, 2015	Apr. 06, 2015
Subsequent Events [Abstract]
Convertible Promissory note issued		$ 40,000RGBP_ConvertibleNotesPayableIssued
Common stock issued for April 6 convertible note	1,428,571RGBP_CommonSharesIssuedForDebt
Series A shares issued for April 6 convertible note	1,428,571RGBP_SeriesASharesIssuedForDebt

Organization and Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accounting Policies [Abstract]
Advertising expenses	$ 0us-gaap_AdvertisingExpense	$ 0us-gaap_AdvertisingExpense

Notes Payable and Convertible Notes Payable - Notes Payable (Details) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Debt Disclosure [Abstract]
Bio Matrix Scientific Group, Inc. (Note 7)	$ 19,701	$ 90,000
David Koos ( Notes7)	50	30,168
Bio Technology Partners Business Trust	114,000us-gaap_OtherNotesPayable	0us-gaap_OtherNotesPayable
Notes payable	$ 133,751us-gaap_NotesPayableFairValueDisclosure	$ 120,168us-gaap_NotesPayableFairValueDisclosure

Balance Sheet (Parenthetical) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000us-gaap_CommonStockSharesAuthorized	500,000,000us-gaap_CommonStockSharesAuthorized
Common stock, shares issued	109,310,811us-gaap_CommonStockSharesIssued	51,907,917us-gaap_CommonStockSharesIssued
Common stock, shares outstanding	109,310,811us-gaap_CommonStockSharesOutstanding	51,907,917us-gaap_CommonStockSharesOutstanding
Series A Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A Preferred stock, shares authorized	90,000,000	90,000,000
Series A Preferred stock, shares issued	57,134,079RGBP_SeriesAPreferredStockSharesIssued
Series A Preferred stock, shares outstanding	57,134,079
Series AA Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series AA Preferred stock, shares authorized	600,000	600,000
Series AA Preferred stock, shares issued	30,000RGBP_SeriesAAPreferredStockSharesIssued	0RGBP_SeriesAAPreferredStockSharesIssued
Series AA Preferred stock, shares outstanding	30,000	0

Document and Entity Information	6 Months Ended
Document and Entity Information	Mar. 31, 2015	May 01, 2015
Document And Entity Information
Entity Registrant Name	Regen BioPharma Inc
Entity Central Index Key	0001589150
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
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		110,739,382dei_EntityCommonStockSharesOutstanding
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
BASIS OF ACCOUNTING	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.
USE OF ESTIMATES	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.
CASH EQUIVALENTS	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	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.
FAIR VALUE OF FINANCIAL INSTRUMENTS	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.
INCOME TAXES	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 March 31, 2015 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.
BASIC EARNINGS (LOSS) PER SHARE	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.
ADVERTISING	H. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the three months ended March 31, 2015 and $0 for the three months ended March 31, 2014.

Statement of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
Statement of Operations (Unaudited) (USD $)	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
REVENUES
COST AND EXPENSES
Research and Development	22,969us-gaap_ResearchAndDevelopmentExpense	8,042us-gaap_ResearchAndDevelopmentExpense	25,206us-gaap_ResearchAndDevelopmentExpense	13,867us-gaap_ResearchAndDevelopmentExpense
General and Administrative	303,536us-gaap_GeneralAndAdministrativeExpense	133,086us-gaap_GeneralAndAdministrativeExpense	442,989us-gaap_GeneralAndAdministrativeExpense	262,381us-gaap_GeneralAndAdministrativeExpense
Consulting and Professional Fees	279,913us-gaap_ProfessionalFees	28,915us-gaap_ProfessionalFees	339,761us-gaap_ProfessionalFees	79,630us-gaap_ProfessionalFees
Rent	15,000us-gaap_LeaseAndRentalExpense		26,871us-gaap_LeaseAndRentalExpense
Total Costs and Expenses	621,419us-gaap_CostsAndExpenses	170,043us-gaap_CostsAndExpenses	834,828us-gaap_CostsAndExpenses	355,878us-gaap_CostsAndExpenses
OPERATING LOSS	(621,419)us-gaap_OperatingIncomeLoss	(170,043)us-gaap_OperatingIncomeLoss	(834,828)us-gaap_OperatingIncomeLoss	(355,878)us-gaap_OperatingIncomeLoss
OTHER INCOME & (EXPENSES)
Interest Income	291us-gaap_InterestAndOtherIncome		551us-gaap_InterestAndOtherIncome
Interest Expense	(9,188)us-gaap_InterestExpense		(15,230)us-gaap_InterestExpense
Capital contribution to parent		(16,158)RGBP_CapitalContributionToParent		(39,852)RGBP_CapitalContributionToParent
Loss on issuance of common shares for less than fair value	(8,179,432)		(8,179,432)
Preferred shares issued pursuant to contractual obligations	(3,154)RGBP_PreferredStockIssued1		(3,154)RGBP_PreferredStockIssued1
TOTAL OTHER INCOME (EXPENSE)	(8,191,483)us-gaap_OtherNoncashIncomeExpense	(16,158)us-gaap_OtherNoncashIncomeExpense	(8,197,265)us-gaap_OtherNoncashIncomeExpense	(39,852)us-gaap_OtherNoncashIncomeExpense
NET INCOME (LOSS)	$ (8,812,901)us-gaap_NetIncomeLoss	$ (186,201)us-gaap_NetIncomeLoss	$ (9,032,092)us-gaap_NetIncomeLoss	$ (395,730)us-gaap_NetIncomeLoss
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$ (0.1224)us-gaap_EarningsPerShareBasicAndDiluted	$ (0.004)us-gaap_EarningsPerShareBasicAndDiluted	$ (0.0970)us-gaap_EarningsPerShareBasicAndDiluted	$ (0.0080)us-gaap_EarningsPerShareBasicAndDiluted
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	71,986,230	51,910,000	93,139,424	51,552,253

Going Concern (Details Narrative) (USD $)	35 Months Ended
Going Concern (Details Narrative) (USD $)	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss since inception	$ (10,310,670)RGBP_NetIncomeLoss2

Stock Transactions (Details Narrative) (USD $)	1 Months Ended
Stock Transactions (Details Narrative) (USD $)	Mar. 26, 2015	Mar. 23, 2015	Mar. 17, 2015	Mar. 06, 2015	Feb. 13, 2015
Notes to Financial Statements
Common stock issued to CEO as Restricted Stock Award					9,000,000
Common stock issued to CFO as Restricted Stock Award					7,500,000
Common stock issued to CSO as Restricted Stock Award					6,000,000
Common shares issued for conversion of debt				19,932,520
Amount of debt converted				$ 557,686RGBP_DebtConvertedInstrumentAmount
Common shares issued for consulting services				500,000
Value of consulting services				140,000
Fair value of CFO consulting services				63,737RGBP_RelatedPartyConsultingFee
Total common shares issued for debt conversions	11,606,742
Total debt converted	325,000
Series A preferred stock issued for convertible debt			26,181,719
Series A stock issued to CEO as Restricted Stock Award			2,500,000
Series A stock issued to CFO as Restricted Stock Award			2,500,000
Series A stock issued to CSO as Restricted Stock Award			2,500,000
Series A stock issued to employee as Restricted Stock Award			2,500,000
Series A stock issued for consulting services			4,200,000
Series AA preferred stock issued for debt		20,000us-gaap_SharesIssued			10,000us-gaap_SharesIssued
Amount of debt satisfied		$ 4,000RGBP_AmountOfDebtSatisfied			$ 2,000RGBP_AmountOfDebtSatisfied

Notes Receivable - Notes Receivable (Details) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Receivables [Abstract]
Entest Biomedical, Inc. (Note 7)	$ 12,051us-gaap_NotesReceivableRelatedParties	$ 10,422us-gaap_NotesReceivableRelatedParties
Note Receivable	$ 12,051us-gaap_ReceivablesFairValueDisclosure	$ 10,422us-gaap_ReceivablesFairValueDisclosure

Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended
Statement of Cash Flows (Unaudited) (USD $)	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$ (9,032,092)RGBP_NetIncomeLoss1	$ (395,730)RGBP_NetIncomeLoss1
Adjustments to reconcile net Income to net cash
Preferred Stock issued for Expenses	100RGBP_PreferredStockIssuedExpenses
Preferred Stock issued for interest	891RGBP_PreferredStockIssuedInterest
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations	3,154
Common Stock issued to Consultants	226,177us-gaap_StockIssued1
Preferred Stock issued to Consultants	420RGBP_PreferredStockIssued2
Increase (Decrease) in Accounts Payable	12,902	833
(Increase) Decrease in Notes Receivable	(1,629)
(Increase) Decrease in Interest Receivable	(551)
Increase (Decrease) in Bank Overdraft	(6,137)RGBP_IncreaseDecreaseInBankOverdraft
Increase (Decrease) in Accrued Expenses	19,437	6,764
Net Cash Provided by (Used in) Operating Activities	(8,777,329)	(388,133)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash	0	300,000
Increase in Contributed Capital	85,000RGBP_ProceedsFromContributedCapital1	95,000RGBP_ProceedsFromContributedCapital1
Increase (Decrease) in Notes Payable	19,582
Increase in Convertible Notes Payable	882,686
Increase in issuance of stock below fair value	8,179,432
Increase in Additional Paid in Capital	132,603
Net Cash Provided by (Used in) Financing Activities	9,299,303	395,000
Net Increase (Decrease) in Cash	521,974	6,867
Cash at Beginning of Period		115,922
Cash at End of Period	521,974	122,789
Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt	882,686RGBP_StockIssuedDebt
Preferred Shares Issued for Debt	$ 6,000RGBP_PreferredStockIssuedDebt

Notes Receivable (Details Narrative) (USD $)	Mar. 31, 2015	Sep. 30, 2014
Receivables [Abstract]
Entest Biomedical note receivable	$ 12,051us-gaap_NotesReceivableRelatedParties	$ 10,422us-gaap_NotesReceivableRelatedParties
Interest rate on note receivable	10.00%RGBP_InterestRateOnNoteReceivable