UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2017

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.)

Commission File No. 333-191725

4700 Spring Street, St 304, La Mesa, California 91942

(Address of Principal Executive Offices)

(619) 702 1404

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

ITEM 4.02      Non-Reliance on Previously Issued Financial Statements.

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended March 31, 2015 filed with the Company’s Form 10-Q for the quarter ended March 31, 2015 should not be relied upon. 

The Company determined that 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 should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA , INC.
BALANCE SHEET
	As of			Adjustments			As of
	March 31, 2015						March 31, 2015
	(unaudited)						(unaudited)
							as restated
ASSETS
CURRENT ASSETS
Cash		521,974						521,974
Note Receivable		12,051						12,051
Accrued Interest Receivable		784						784
Total Current Assets		534,809						534,809
TOTAL ASSETS		534,809						534,809
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft		0						0
Accounts payable		16,207						16,207
Notes Payable		133,751						133,751
Accrued payroll taxes		2,976						2,976
Accrued Interest		14,635						14,635
Accrued Reent		5,000						5,000
Accrued Payroll		7,501						7,501
Total Current Liabilities		180,070						180,070
Total Liabilities		180,070						180,070
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
109,310,811   issued and outstanding as of
march 31, 2015, 2014 and 51,907,917 shares issuedand outstanding September  30, 2014		10,932						10,932
Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
March 31, 2015 and September 30, 2014 respectively
Series A Preferred		5,714						5,714
90,000,000 Authorized and 0 authorized,
57,134, 079 and 0 outstanding as of March 31, 2105 and September 30, 2014 respectively
Series AA Preferred		3						3
$0.0001 par value 600,000 authorized and 30, 000  and 0 outstanding as of March 31, 2015
and September 30, 2014 respectively
Additional Paid in capital		9,905,102			(8,179,432	)		1,725,670
Contributed Capital		743,658						743,658
Retained Earnings (Deficit) accumulated during the development stage		(10,310,670	)		8,179,432			(2,131,238	)
Total Stockholders' Equity (Deficit)		354,739						354,739
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		534,809						534,809

2

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
	Three months ended		Adjustments	Three months ended		Six Months ended		Adjustments	Six Months ended
	March 31, 2015			March 31, 2015		March 31, 2015			March 31, 2015
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
				as restated					as restated
REVENUES	0			0		0			0
COST AND EXPENSES
Research and Development	22,969			22,969		25,206			25,206
General and Administrative	303,536			303,536		442,989			442,989
Consulting and Professional Fees	279,913			279,913		339,761			339,761
Rent	15,000			15,000		26,871			26,871
Total Costs and Expenses	621,419			621,419		834,828			834,828
OPERATING LOSS	(621,419	)		(621,419	)	(834,828	)		(834,828	)
OTHER INCOME & (EXPENSES)
Interest Income	291			291		551			551
Interest Expense	(9,188	)		(9,188	)	(15,230	)		(15,230	)
Capital contribution tp parent	0			0
Loss on issuance of common shares for
less than fair value	(8,179,432	)	8,179,432	0		(8,179,432	)	8,179,432	0
Preferred shares issued pursuant to
contractual obligations	(3,154	)		(3,154	)	(3,154	)		(3,154	)
TOTAL OTHER INCOME (EXPENSE)	(8,191,483	)		(12,051	)	(8,197,265	)		(17,833	)
NET INCOME (LOSS)	(8,812,901	)		(633,470	)	(9,032,092	)		(852,660	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE	(0.1224	)		(0.0088	)	(0.0970	)		(0.0092	)
WEIGHTED AVERAGE NUMBER OF COMMON	71,986,230			71,986,230		93,139,424			93,139,424
SHARES OUTSTANDING

3

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
	Six Months Ended			Adjustments			Six Months Ended
	March 31, 2015						March 31, 2015
							as restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$	(9,032,092	)	$	8,179,432		$(852,660)
Adjustments to reconcile net Income to net cash
Preferred Stock issued for Expenses	$	100					$100
Preferred Stock issued for interest	$	891					$891
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations	$	3,154					$3,154
Common Stock issued to Consultants	$	226,177					$226,177
Preferred Stock issued to Consultants	$	420					$420
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable	$	12,902					$12,902
(Increase) Decrease in Notes Receivable	$	(1,629	)				$(1,629)
(Increase) Decrease in Interest  Receivable	$	(551	)				$(551)
Increase ( Decrease) in Bank Overdraft	$	(6,137	)				$(6,137)
Increase (Decrease) in accrued Expenses	$	19,437					$19,437
Net Cash Provided by (Used in) Operating Activities	$	(8,777,329	)				$(597,897)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		0					0
Increase in Contributed Capital		85,000					85,000
Increase ( Decrease)  in Notes Payable		19,582					19,582
Increase in Convertible Notes payable		882,686					882,686
Increase in issuance of stock below fair value		8,179,432			(8,179,432	)	(0)
Increase in Additional Paid in Capital		132,603					132,603
Net Cash Provided by (Used in) Financing Activities		9,299,303					1,119,871
Net Increase (Decrease) in Cash	$	521,974					$521,974.40
Cash at Beginning of Period		0					0
Cash at End of Period	$	521,974					$521,974

4

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended June 30, 2015 filed with the Company’s Form 10-Q for the quarter ended June 30, 2015 should not be relied upon.

The Company determined that $730,000 of expenses recognized during the quarter ended June 30, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA , INC.
BALANCE SHEET
	As of			adjustments			As of
	June 30, 2015						June 30, 2015
	(unaudited)						(unaudited)
							restated
ASSETS
CURRENT ASSETS
Cash		208,582						208,582
Note Receivable		12,051						12,051
Prepaid Expenses		6,289						6,289
Accrued Interest Receivable		1,081						1,081
Total Current Assets		228,003						228,003
TOTAL ASSETS		228,003						228,003
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		1,190						1,190
Notes Payable		103,751						103,751
Accrued payroll taxes		6,692						6,692
Accrued Interest		18,147						18,147
Accrued Rent		5,000						5,000
Accrued Payroll		10,501						10,501
Total Current Liabilities		145,281						145,281
Total Liabilities		145,281						145,281
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
113,525,096 issued and outstanding as of
June 30, 2015 and 51,907,917 shares issued and outstanding September  30, 2014		11,353						11,353
Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
June 30, 2015 and September 30, 2014 respectively
Series A Preferred		6,055						6,055
90,000,000 Authorized and 0 authorized,
60,548,364 and 0 outstanding as of  June 30, 2105 and September 30, 2014 respectively
Series AA Preferred		3						3
$0.0001 par value 600,000 authorized and 30, 000  and 0 outstanding as of June 30, 2015
and September 30, 2014 respectively
Additional Paid in capital		11,209,694			(8,909,432	)		2,300,262
Contributed Capital		728,658						728,658
Retained Earnings (Deficit) accumulated during the development stage		(11,873,041	)		8,909,432			(2,963,609	)
Total Stockholders' Equity (Deficit)		82,722						82,722
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		228,003						228,003

5

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
	Three months ended		adjustments	Three months ended		Nine Months Ended		adjustments	Nine Months Ended
	June 30, 2015			June 30, 2015		June 30, 2015			June 30, 2015
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
				(as restated)					(as restated)
REVENUES	0			0		0			0
COST AND EXPENSES
Research and Development	68,081			68,081		93,287			93,287
General and Administrative	463,765			463,765		906,754			906,754
Consulting and Professional Fees	73,364			73,364		413,125			413,125
Rent	16,200			16,200		43,071			43,071
Total Costs and Expenses	621,410			621,410		1,456,238			1,456,238
OPERATING LOSS	(621,410	)		(621,410	)	(1,456,238	)		(1,456,238	)
OTHER INCOME & (EXPENSES)
Interest Income	297			297		848			848
Refunds of amounts previously paid
Interest Expense	(3,512	)		(3,512	)	(18,742	)		(18,742	)
Capital contribution to parent	0			0		0			0
Loss on issuance of common shares for
less than fair value	(937,425	)	730,000	(207,425	)	(9,116,857	)	8,909,432	(207,425	)
Preferred shares issued pursuant to
contractual obligations	(321	)		(321	)	(3,475	)		(3,475	)
TOTAL OTHER INCOME (EXPENSE)	(940,961	)		(210,961	)	(9,138,226	)		(228,794	)
NET INCOME (LOSS)	(1,562,371	)		(832,371	)	(10,594,463	)		(1,685,032	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE	(0.0141	)		(0.0075	)	(0.1333	)		(0.0212	)
WEIGHTED AVERAGE NUMBER OF COMMON	110,648,054			110,648,054		79,454,728			79,454,728
SHARES OUTSTANDING

6

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
	Nine  Months Ended			Adjustments			Nine  Months Ended
	June 30, 2015						June 30, 2015
							Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$	(10,594,463	)		8909432			(1,685,032	)
Adjustments to reconcile net Income to net cash
Preferred Stock issued for Expenses	$	100						100
Predrred Stock issued for interest	$	891						891
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations	$	3,475						3,475
Common Stock issued to Consultants	$	226,177						226,177
Preferred Stock issued to Consultants	$	440						440
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable	$	(2,115	)					(2,115	)
(Increase) Decrease in Notes Receivable	$	(1,629	)					(1,629	)
(Increase) Decrease in Interest  Receivable	$	(848	)					(848	)
Increase ( Decrease) in Bank Overdraft	$	(6,137	)					(6,137	)
Increase (Decrease) in accrued Expenses	$	29,665						29,665
(Increase) Decrease in Prepaid Expenses	$	(6,289	)					(6,289	)
Increase in issuance of stock below fair value	$	9,116,857			(8,909,432	)		207,425
Increase in Additional Paid in Capital	$	380,191						380,191
Net Cash Provided by (Used in) Operating Activities	$	(853,686	)					(853,685	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		0						0
Increase in Contributed Capital		70,000						70,000
Increase ( Decrease)  in Notes Payable		19,582						19,582
Increase in Convertible Notes payable		972,686						972,686
Net Cash Provided by (Used in) Financing Activities		1,062,268						1,062,268
Net Increase (Decrease) in Cash	$	208,582						208,583
Cash at Beginning of Period		0						0
Cash at End of Period	$	208,582						208,583

7

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Shareholder’s Equity, Statement of Comprehensive Income and Statement of Cash Flow for the year ended September 30, 2015 filed with the Company’s Form 10-K for the year ended September 30, 2015 should not be relied upon.

The Company determined that the recognition of $ 8,984,432 of expenses recognized during the year ended September 30, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA , INC.
BALANCE SHEET
	As of			Amendments			As of
	September 30, 2015						September 30, 2015
							(Restated)
ASSETS
CURRENT ASSETS
Cash		38,620						38,620
Note Receivable		12,051						12,051
Prepaid Expenses		10,000						10,000
Accrued Interest Receivable		1,381						1,381
Total Current Assets		62,052						62,052
OTHER ASSETS
Available for Sale Securities		158,400						158,400
Total Other Assets		158,400						158,400
TOTAL ASSETS		220,452						220,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		25,854						25,854
Notes Payable		222,751						222,751
Accrued payroll taxes		1,940						1,940
Accrued Interest		21,093						21,093
Accrued Rent		10,000						10,000
Accrued Payroll		36,001						36,001
Total Current Liabilities		317,639						317,639
Total Liabilities		317,639						317,639
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 51,907,917 shares issued and outstanding September  30, 2014		11,474						11,474
Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
September 30, 2015 and September 30, 2014 respectively
Series A Preferred		6,098						6,098
90,000,000 Authorized and 0 authorized,
60,981,697 and 0 outstanding as of  September  30, 2105 and September 30, 2014 respectively
Series AA Preferred		3						3
$0.0001 par value 600,000 authorized and 30, 000  and 0 outstanding as of September  30, 2015
and September 30, 2014 respectively
Additional Paid in capital		11,663,905			(8,984,432	)		2,679,473
Contributed Capital		728,658						728,658
Retained Earnings (Deficit) accumulated during the development stage		(12,473,725	)		8,984,432			(3,489,293	)
Accumulated Other Comprehensive Income		(33,600	)					(33,600	)
Total Stockholders' Equity (Deficit)		(97,187	)					(97,187	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		220,452						220,452

8

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
	Year Ended			Year Ended
	September 30, 2015		Adjustments	September 30, 2015
				Restated
REVENUES	192,000			192,000
COST AND EXPENSES
Research and Development	282,295			282,295
General and Administrative	1,314,208			1,314,208
Consulting and Professional Fees	516,701			516,701
Rent	58,071			58,071
Total Costs and Expenses	2,171,276			2,171,276
OPERATING LOSS	(1,979,276	)		(1,979,276	)
OTHER INCOME & (EXPENSES)
Interest Income	1,148			1,148
Refunds of amounts previously paid	0			0
Interest Expense	(21,688	)		(21,688	)
Capital contribution tp parent
Loss on issuance of common shares for
less than fair value	(9,191,857	)	8,984,432	(207,425	)
Preferred shres issued pursuant to
contractual obligations	(3,475	)		(3,475	)
TOTAL OTHER INCOME (EXPENSE)	(9,215,872	)		(231,440	)
NET INCOME (LOSS)	(11,195,147	)		(2,210,715	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE	(0.1270	)		(0.0251	)
WEIGHTED AVERAGE NUMBER OF COMMON	88,185,098			88,185,098
SHARES OUTSTANDING

9

REGEN BIOPHARMA, INC.
STATEMENT OF COMPREHENSIVE INCOME
	Year Ended September 30,
						(as restated)
	2015			adjustments		2015
Net Income (Loss)	$	(11,195,147	)		8,984,432	$	(2,210,716	)
Add:
Unrealized Gains on Securities		0					0
Less:
Unrealized Losses on Securities		(33,600	)				(33,600	)
Total Other Comprehensive Income (Loss)		(33,600	)				(33,600	)
Comprehensive Income	$	(11,228,747	)				(2,244,316	)

10

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
	Year Ended			Adjustments			Year Ended
	September 30, 2015						September 30, 2015
							(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		(11,195,147	)		8,984,432			(2,210,716	)
Adjustments to reconcile net Income to net cash
Securities Received as Payment for Services		(192,000	)					(192,000	)
Preferred Stock issued for Expenses		100						100
Predrred Stock issued for interest		891						891
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations		3,475						3,475
Common Stock issued to Consultants		307,955						307,955
Preferred Stock issued to Consultants		450						450
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		22,549						22,549
(Increase) Decrease in Notes Receivable		(1,629	)					(1,629	)
(Increase) Decrease in Interest  Receivable		(1,148	)					(1,148	)
Increase ( Decrease) in Bank Overdraft		(6,137	)					(6,137	)
Increase (Decrease) in accrued Expenses		58,359						58,359
(Increase) Decrease in Prepaid Expenses		(10,000	)					(10,000	)
Increase in issuance of stock below fair value		9,191,857			(8,984,432	)		207,425
Increase in Additional Paid in Capital		627,778						627,778
Net Cash Provided by (Used in) Operating Activities		(1,192,648	)					(1,192,648	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		33,333						33,333
Preferred Stock issued for Cash		16,667						16,667
Increase in Contributed Capital		70,000						70,000
Increase ( Decrease)  in Notes Payable		138,582						138,582
Increase in Convertible Notes payable		972,686						972,686
Net Cash Provided by (Used in) Financing Activities		1,231,268						1,231,268
Net Increase (Decrease) in Cash	$	38,620						38,620
Cash at Beginning of Period		0						0
Cash at End of Period	$	38,620						38,620

11

REGEN BIOPHARMA , INC.
Statement of shareholder's equity
For the years ended  September 30, 2015 and 2014
	Quarter Ended March 31, 2015			Adjustment		As Restated
APIC	Loss on Issuance of Securities  for Less than fair value recognized during quarter	8,179,432		(8,179,432	)	0
Accumulated Deficit	Net Loss	(8,812,902	)	8,179,432		(633,470	)
	Quarter Ended June 30 2015
APIC	Loss on Issuance of Securities  for Less than fair value recognized during quarter	937,425		(730,000	)	207,425
Accumulated Deficit	Net Loss	(1,562,371	)	730000		(832,371	)
	Quarter Ended September  30 2015
APIC	Loss on Issuance of Securities  for Less than fair value recognized during quarter	75,000		(75,000	)	0
Accumulated Deficit	Net Loss	(600,684	)	75,000		(525,684	)

12

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended December 31, 2015 filed with the Company’s Form 10-Q for the quarter ended December 31, 2015 should not be relied upon.

The Company determined that the recognition of $ 1,163,313 of expenses recognized during the period resulting from the issuance for less than fair value of equity securities should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA , INC.
BALANCE SHEET
	As of						As of			As of
	December 31, 2015						December 31, 2015			September 30, 2015
	(unaudited)			Adjustments			(unaudited)
							restated
ASSETS
CURRENT ASSETS
Cash		168,517						168,517			38,620
Note Recievable		12,051						12,051			12,051
Prepaid Expenses		1,000						1,000			10,000
Accrued Interest Recievable		1,681						1,681			1,381
Due from Former Employees		15,000						15,000
Total Current Assets		198,249						198,249			62,052
OTHER ASSETS
Available for Sale Securities		120,000						120,000			158,400
Total Other Assets		120,000						120,000			158,400
TOTAL ASSETS		318,249						318,249			220,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft		0						0			0
Accounts payable		27,646						27,646			25,854
Notes Payable		168,050						168,050			222,751
Accrued payroll taxes		5,771						5,771			1,940
Accrued Interest		26,095						26,095			21,093
Accrued Reent		10,000						10,000			10,000
Accrued Payroll		52,663						52,663			36,001
Due to Shareholder		50,000						50,000
Total Current Liabilities		340,225						340,225			317,639
Total Liabilities		340,225						340,225			317,639
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 124,287,272 shares issuedand outstanding December 31, 2015		12,427						12,427			11,474
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
December 31,  2015 and September 30, 2015 respectively
Series A Preferred		8,025						8,025			6,098
90,000,000 Authorized and 300,000,000 authorized,
60,981,697 and 80,248,364 outstanding as of  September  30, 2105 and December 31, 2015 respectively
Series AA Preferred		3						3			3
$0.0001 par value 600,000 authorized and 30, 000   outstanding as of September  30, 2015
and December 31, 2015
Additional Paid in capital		13,632,102			(10,147,746	)		3,484,356			11,663,905
Contributed Capital		728,658						728,658			728,658
Retained Earnings (Deficit) accumulated during the development stage		(14,331,191	)		(10,147,746	)		(4,183,446	)		(12,473,725	)
Accumulated Other Comprehensive Income		(72,000	)					(72,000	)		(33,600	)
Total Stockholders' Equity (Deficit)		(21,976	)					(21,976	)		(97,187	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		318,249						318,249			220,452

13

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
	Quarter Ended		Adjustments	Quarter Ended		Quarter Ended
	December 31, 2015			December 31, 2015		December 31, 2014
				(restated)
REVENUES	0			0		0
COST AND EXPENSES
Research and Development	105,323			105,323		2,237
General and Administrative	488,596			488,596		139,453
Consulting and Professional Fees	80,533			80,533		59,848
Rent	15,000			15,000		11,871
Total Costs and Expenses	689,452			689,452		213,409
OPERATING LOSS	(689,452	)		(689,452	)	(213,409)
OTHER INCOME & (EXPENSES)
Interest Income	300			300		260
Refunds of amounts previously paid
Interest Expense	(5,001	)		(5,001	)	(6,042)
Loss on issuance of common shares for
less than fair value	(1,163,313	)	1,163,313	0
TOTAL OTHER INCOME (EXPENSE)	(1,168,014	)		(4,701	)	(5,782)
NET INCOME (LOSS)	(1,857,466	)		(694,153	)	(219,191)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE	(0.0157	)		(0.0059	)	(0.0042)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING	118,216,582			118,216,582		52,000,576

14

REGEN BIOPHARMA,INC. STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
	Quarter  Ended December 31
	2015			2015
					(restated)
Net Income (Loss)	$	(1,857,466)	1,163,313	$	(694,153)
Add:
Unrealized Gains on Securities		0			0
Less:
Unrealized Losses on Securities		(38,400)			(38,400)
Total Other Comprehensive Income (Loss)		(38,400)			(38,400)
Comprehensive Income	$	(1,895,866)			(732,553)

15

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
	Three Months Ended			Adjustments			Three Months Ended
	December 31, 2015						December 31, 2015
							Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$	(1,857,466	)	$	1,163,313		$	(694,153	)
Adjustments to reconcile net Income to net cash
Common Stock issued to Consultants
Preferred Stock issued to Consultants	$	40					$	40
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable	$	1,792					$	1,792
(Increase) Decrease in Notes Receivable	$	—					$	—
(Increase) Decrease in Interest  Receivable	$	(300	)				$	(300	)
Increase ( Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses	$	25,495					$	25,495
(Increase) Decrease in Prepaid Expenses	$	9,000					$	9,000
(Increase)Decrease in Due from Former Employee	$	(15,000	)				$	(15,000	)
Increase in issuance of stock below fair value		1,163,313			(1,163,313	)		0
Increase in Additional Paid in Capital		247,723						247,723
Net Cash Provided by (Used in) Operating Activities	$	(425,403	)				$	(425,403	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		321,667						321,667
Preferred Stock issued for Cash		238,334						238,334
Increase in Contributed Capital
Increase ( Decrease)  in Notes Payable		(54,701	)					(54,701	)
Increase in Convertible Notes payable
Increase in Due to Shareholder		50,000						50,000
Net Cash Provided by (Used in) Financing Activities		555,300						555,300
Net Increase (Decrease) in Cash		129,897						129,897
Cash at Beginning of Period		38,620						38,620
Cash at End of Period	$	168,517					$	168,517

16

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended March 31, 2016 filed with the Company’s Form 10-Q for the quarter ended March 31, 2016 should not be relied upon.

The Company determined that the recognition of $ 364,822 of expenses recognized during the period resulting from the issuance for less than fair value of equity securities should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA,INC.
BALANCE SHEET
	As of		Adjustments	As of
	March 31, 2016			March 31, 2016
	(unaudited)			Restated
ASSETS
CURRENT ASSETS
Cash		106,024			106,024
Note Recievable		12,051			12,051
Prepaid Expenses		1,000			1,000
Accrued Interest Recievable		1,978			1,978
Due from Former Employees		15,000			15,000
Total Current Assets		136,053			136,053
OTHER ASSETS
Available for Sale Securities		56,800			56,800
Total Other Assets		56,800			56,800
TOTAL ASSETS		192,853			192,853
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft		0			0
Accounts payable		21,283			21,283
Notes Payable		228,050			228,050
Accrued payroll taxes		1,946			1,946
Accrued Interest		31,184			31,184
Accrued Rent		15,000			15,000
Accrued Payroll		92,996			92,996
Due to Shareholder		0			0
Total Current Liabilities		390,459			390,459
Long Term Liabilities
Convertible Notes Payable		58,295			58,295
Total Long Term Liabilities		58,295			58,295
Total Liabilities		448,754			448,754
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 128,253,138 shares issuedand outstanding March  31, 2016		12,824			12,824
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of