0001607062-17-000256.txt : 20170807 0001607062-17-000256.hdr.sgml : 20170807 20170807172928 ACCESSION NUMBER: 0001607062-17-000256 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170807 DATE AS OF CHANGE: 20170807 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: 171012696 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 rgbp063017form10q.htm FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2017

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

For the transition period from

Commission File No. 333-191725

REGEN BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		45-5192997
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of Principal Executive Offices)

619 702 1404

(Issuer’s telephone number)

None

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☐ Non-accelerated filer	☒ Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 30, 2017 there were 138,112,605 shares of common stock issued and outstanding.

As of June 30, 2017 there were 136,966,697 shares of Series A Preferred Stock issued and outstanding.

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

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

REGEN BIOPHARMA , INC.
CONSOLIDATED BALANCE SHEET

	As of June 30, 2017			As of September 30, 2016
	(unaudited)			(as restated)
ASSETS
CURRENT ASSETS
Cash		401,627			24,822
Accounts Receivable		102,852			83,000
Note Receivable		4,551			12,051
Prepaid Expenses		43,321			69,905
Accrued Interest Receivable		3,211			2,578
Due from Former Employees		15,000			15,000
Total Current Assets		570,562			207,356

OTHER ASSETS
Available for Sale Securities		395,000			112,000
Total Other Assets		395,000			112,000

TOTAL ASSETS		965,562			319,356

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft		0			0
Accounts payable		553,796			240,759
Notes Payable		121,655			143,447
Accrued payroll taxes		858			33,040
Accrued Interest		89,565			43,918
Accrued Rent		35,000			15,000
Accrued Payroll		505,496			263,996
Other Accrued Expenses		23,102
Due to Shareholder					50,000
Due to Investor		20,000
Derivative Liability		3,258,974
Convertible Notes Payable		142,590			9,041
Total Current Liabilities		4,751,036			799,201
Long Term Liabilities:
Convertible Notes Payable		233,257			107,057
Total Long Term Liabilities		233,257			107,057
Total Liabilities		4,984,293			906,258

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 138,112,605 issued and outstanding as of June 30, 2017 and 139,712,605 shares issued and outstanding September 30, 2016		13,810			13,970
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively
Series A Preferred 300,000,000 authorized, 136,966,697 and 135,266,697 outstanding as of June 30, 2017 and September 30, 2016 respectively		13,697			13,527
Series AA Preferred $0.0001 par value 600,000 authorized and 50, 000 and 30,000 outstanding as of June 30, 2017 and September 30, 2016, respectively		5			3
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 0 outstanding as of June 30, 2017 and September 30, 2016, respectively		3,200
Additional Paid in capital		6,591,720			5,639,753
Contributed Capital		728,658			728,658
Retained Earnings (Deficit) accumulated during the development stage		(11,489,821	)		(6,902,812	)
Accumulated Other Comprehensive Income		120,000			(80,000	)
Total Stockholders' Equity (Deficit)		(4,018,731	)		(586,902	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		965,562			319,356

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA , INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)

	Quarter Ended June 30, 2017		Quarter Ended June 30, 2016 (restated)		Nine Months Ended June 30, 2017		Nine Months Ended June 30, 2016 (restated)
REVENUES	110,000		0		110,000		0

COST AND EXPENSES
Research and Development	374,452		276,605		781,840		554,524
General and Administrative	193,374		434,643		633,964		1,358,474
Consulting and Professional Fees	80,226		212,853		474,985		390,933
Rent	15,000		15,000		45,000		45,000
Total Costs and Expenses	663,052		939,101		1,935,789		2,348,931

OPERATING LOSS	(553,052	)	(939,101	)	(1,825,789	)	(2,348,931	)

OTHER INCOME & (EXPENSES)
Interest Income	40		300		633		897
Other Income					34,666
Refunds of amounts previously paid
Interest Expense	(26,773	)	(8,804	)	(52,794	)	(18,894	)
Interest Expense attributable to Amortization of Discount	(118,976	)	(4,308	)	(259,749	)	(5,202	)
Preferred shares issued pursuant to contractual obligations
Loss on issuance of common shares for less than fair value			(48,300	)			(48,300	)
Derivative Expense	(1,923,414	)			(2,483,975	)
TOTAL OTHER INCOME (EXPENSE)	(2,069,123	)	(61,112	)	(2,761,220	)	(71,499	)

NET INCOME (LOSS)	(2,622,175	)	(1,000,213	)	(4,587,009	)	(2,420,430	)

BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	(0.0190	)	(0.0078	)	(0.0323	)	(0.0195	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	138,112,605		128,764,917		142,215,914		124,408,218

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
	Quarter Ended June 30
	2017			2016
				(as restated)
Net Income (Loss)	$	(2,622,175	)	$	(1,000,213	)
Add:
Unrealized Gains on Securities
Less:
Unrealized Losses on Securities		(8,000	)		23,200
Total Other Comprehensive Income (Loss)		(8,000	)		23,200
Comprehensive Income	$	(2,630,175	)		(977,013	)

	Nine Months ended Ended June 30
	2017			2016
				(as restated)
Net Income (Loss)	$	(4,587,009	)	$	(2,420,430	)
Add:
Unrealized Gains on Securities		208,000
Less:
Unrealized Losses on Securities		(8,000	)		(78,400	)
Total Other Comprehensive Income (Loss)		200,000			(78,400	)
Comprehensive Income	$	(4,387,009	)		(2,498,830	)

The Accompanying Notes are an Integral Part of These Financial Statements

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

	Nine Months Ended June 30, 2017			Nine Months Ended June 30, 2016 (as restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)		(4,587,009	)		(2,420,430	)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants		50			40
Common Stock issued to Consultants		13,400
Preferred Stock issued for compensation		3,150			3,000
Preferred Stock issued for Expenses		5,000
Increase (Decrease) in Interest expense attributable to amortization of Discount		259,749			5,202
Increase in Additional Paid in Capital		8,580			743,201
Increase(Decrease) in Loss on Issuance of stock below fair value					48,300
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		313,037			190,585
(Increase) Decrease in Accounts Receivable		(19,852	)
(Increase) Decrease in Notes Receivable		7,500
(Increase) Decrease in Interest Receivable		(633	)		(897	)
Increase ( Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses		298,067			163,249
(Increase) Decrease in Prepaid Expenses		26,584			9,000
Increase(Decrease) in Loss on Issuance of stock below fair value
Increase in Derivative Liability		2,483,975
Increase in Stock Accepted as Consideration		(83,000	)
(Increase) Decrease in Due from Former Employee					(15,000	)

Net Cash Provided by (Used in) Operating Activities		(1,271,402	)		(1,273,750	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		292,500			619,938
Preferred Stock issued for Cash		317,500			534,813
Increase in Contributed Capital		0
Increase (Decrease) in Notes Payable		(21,793	)		70,696
Increase in Convertible Notes payable		1,094,000			150,000
(Increase ) Decrease in Original Issue Discount		(4,000	)
Increase (Decrease) in Due to Investor		20,000
Increase (Decrease) in Due to Shareholder		(50,000	)
Net Cash Provided by (Used in) Financing Activities		1,648,207			1,375,447

Net Increase (Decrease) in Cash		376,805			101,697

Cash at Beginning of Period		24,822			38,620

Cash at End of Period		401,627			140,317

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt		0			14,000
Preferred Shares Issued for Debt		0			10,000
Cash Paid for Interest		7,000			0

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.

Notes to Consolidated Financial Statements

As of June 30, 2017

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, 2016. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) a Delaware corporation.

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

A. BASIS OF ACCOUNTING

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

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated

C. 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.

D. CASH EQUIVALENTS

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

E. 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.

F. 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.

G. INCOME TAXES

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

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2017 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. 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.

I. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended June 30, 2017 ..

K. REVENUE RECOGNITION

Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.

The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

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

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

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

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

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

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

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

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $11,489,821 during the period from April 24, 2012 (inception) through June 30, 2017. 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 year ended September 30, 2016 the Company raised $1,254,751 through the issuance of equity securities for cash and $300,000 through the issuance of convertible debentures. During the quarter ended December 31, 2016 the Company raised $585,000 through the issuance of equity securities for cash and $240,000 through the issuance of convertible debentures. During the quarter ended March 31, 2017 the Company raised $25,000 through the issuance of equity securities for cash and $200,000 through the issuance of convertible debentures. During the quarter ended June 30, 2017 the Company raised $650,000 through the issuance of convertible debentures.

NOTE 4. NOTES PAYABLE

	June 30, 2017
David Koos ( Note 8)		227
Bostonia Partners		68,588
Bio Matrix Scientific Group, Inc. (Note 8)		6000
Blackbriar Partners, Inc.(Note 8)	$	46,840
Notes payable	$	121,655

$227 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.

$5,288 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.

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

$6,000 lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.

$274 lent to the Company by Blackbriar Partners, Inc. is due and payable February 21, 2018 and bears simple interest at a rate of 10% per annum.

$66 lent to the Company by Blackbriar Partners, Inc. is due and payable February 22, 2018 and bears simple interest at a rate of 10% per annum.

$11,000 lent to the Company by Blackbriar Partners, Inc. is due and payable February 23, 2018 and bears simple interest at a rate of 10% per annum.

$20,000 lent to the Company by Blackbriar Partners, Inc. is due and payable April 28, 2018 and bears simple interest at a rate of 10% per annum.

$15,000 lent to the Company by Blackbriar Partners, Inc. is due and payable May 3, 2018 and bears simple interest at a rate of 10% per annum.

$500 lent to the Company by Blackbriar Partners, Inc. is due and payable May 31, 2018 and bears simple interest at a rate of 10% per annum.

NOTE 5. CONVERTIBLE NOTES PAYABLE

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

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

(a)

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

(b)

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

(c)

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

(d)

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

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

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

“Transaction Event” shall mean either of:

(a)

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

(b)

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

The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible notes outstanding is $ 24,005. As of June 30, 2017 $100,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is $0.

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

(a)

(b)

(c)

(d)

“Transaction Event” shall mean either of:

(a)

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

(b)

The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 5,849. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is $0.

On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

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.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 7,808. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 9,726. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 11,232. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On October 7, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 31,849. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On October 7, 2016 (“Issue date”) the Company issued a second Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 33,493. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On October 31, 2016 (“Issue date”) the Company issued a third Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 33,493. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On October 31, 2016 (“Issue date”) the Company issued a fourth Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 33,493. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$126,000 if the entire principal amount is converted into common stock

(b)

$106,000 if the entire principal amount is converted into Series A Preferred stock

On December 22, 2016 (“Issue date”) the Company issued a fifth Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.01 per share.

The issuance of the Note amounted in a beneficial conversion feature of $40,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 19,287. As of June 30, 2017 $40,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :

(a)

$136,000 if the entire principal amount is converted into common stock

(b)

$116,000 if the entire principal amount is converted into Series A Preferred stock

On March 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $75,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 1, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.

The warrants shall be exercisable:

In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $75,000 of the principal amount of the Note remains outstanding.

The Company analyzed the conversion feature of the Note 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 a derivative liability of $315,384 was recognized by the Company as of June 30, 2017.

The issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 66,788.

On March 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 9, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share.

The warrants shall be exercisable:

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $25,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $105,128 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 22,445.

On March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is February 24, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

The warrants shall be exercisable:

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $210,256 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 44,990.

On March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 31, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

The warrants shall be exercisable:

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

The warrants shall be exercisable:

As of June 30, 2017 $25,000 of the principal amount of the Note remains outstanding.

On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

The warrants shall be exercisable:

As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

On May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000 for consideration consisting of $200,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).

(iii) That date which is twenty four (24) months subsequent to the date of execution of this Note.

The warrants shall be exercisable:

As of June 30, 2017 $200,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $841,026 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $200,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $189,781.

On May 10, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii)

One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).

(iii)

That date which is twenty four (24) months subsequent to the date of execution of this Note.

The warrants shall be exercisable:

As of June 30, 2017 $100,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $420,513 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $93,424.

On May 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 19, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:

(i)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $210,526 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $46,715.

On June 26, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $150,000 for consideration consisting of $150,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is June 16, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(v) That date which is twenty four (24) months subsequent to the date of execution of this Note.

The warrants shall be exercisable:

As of June 30, 2017 $150,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $630,769 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $150,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $149,447.

On June 28, 2016 the Company issued a Convertible Note (“Note”) in the face amount of $79,000 for consideration consisting of $75,000 cash. The Note bears a one time interest charge of 10% of the principal amount of $79,000 and is convertible into the Common Stock of the Company at a price per share equal to the lower of 60% of the lowest trade price in the 25 trading days prior to conversion or 0.0365 however conversions cannot be effected for a price less than $0.01 per common share except in the event of certain breaches of the Terms and Conditions of the Note by the Company. The Note matures 8 months from issuance. The issuance of the Note amounted in a discount of $79,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $78,355. The Company recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note.

NOTE 6. NOTES RECEIVABLE

	June 30, 2017
Entest Biomedical, Inc. (Note 8)	$	4,551

Notes Receivable	$	4,551

$4,551 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

NOTE 7. INCOME TAXES

As of June 30, 2017

Deferred tax assets:
Net operating tax carry forwards	$	3,906,539
Other		-0-
Gross deferred tax assets		3,906,539
Valuation allowance		(3,906,539	)
Net deferred tax assets	$	-0-

As of June 30, 2017 the Company has a Deferred Tax Asset of $3,906,539 completely attributable to net operating loss carry forwards of approximately $11,489,821 (which expire 20 years from the date the loss was incurred).

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

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

NOTE 8. RELATED PARTY TRANSACTIONS

As of June 30, 2017 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.

As of June 30, 2017 Entest Biomedical Inc. is indebted to the Company in the amount of $4,551. $4,551 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

As of June 30, 2017 the Company is indebted to David R. Koos in the amount of $227. $227 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 June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15^th, 2016 and each subsequent anniversary of the effective date of the Agreement.

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

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

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

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

The Agreement may be terminated by The Company:

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

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

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

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

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

During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15^th,2016 liability.

During the quarter ended June 30, 2017 Zander caused to be issued to the Company 83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of 83,000 owed to the Company by Zander.On June 23, 2017 $7,000 of principal indebtedness and $147 of Accrued Interest Payable by the Company to Zander was applied toward the satisfaction of a minimum royalty payment owed by Zander to the Company pursuant to the Agreement. As of June 30, 2017 the Company possesses a receivable from Zander of $102,852 pursuant to the terms and conditions of the Agreement.

During the quarter ended June 30, 2017 the Company borrowed $12,000 from Zander (“Zander Debt”). The Zander Debt accrued simple interest at 10% per annum. During the quarter ended June 30, 2017. On May 11, 2017 the Company satisfied $5,000 of principal indebtedness of the Zander Debt in cash. On June 23, 2017 $7,000 of principal indebtedness of the Zander Debt and $147 of Accrued Interest Payable on the Zander Debt was applied toward the satisfaction of a minimum royalty payment owed by Zander to the Company pursuant to the Agreement.

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

As of June 30, 2017 the Company is indebted to Biomatrix Scientific Group, Inc. in the amount of $6,000.$6,000 lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.

As of June 30, 2017 the Company is indebted to Blackbriar Partners, Inc., an entity controlled by David Koos who is Regen’s Chairman and Chief Executive Officer, in the aggregate amount of $46,840 ( See Note 4).

NOTE 9. COMMITMENTS AND CONTINGENCIES

NOTE 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2017:

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 138,112,605 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares issued and outstanding as of June 30, 2017, 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares are outstanding as of June 30, 2017 and 300,000,000 is designated Series M Preferred Stock of which 32,000,000 shares are outstanding as of June 30, 2017.

The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.

Series AA Preferred Stock

On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).

The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Series A Preferred Stock

On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).

The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

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

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

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

On January 10, 2017 Regen Biopharma, Inc. (“Regen”) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").

The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

11. INVESTMENT SECURITIES

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

On May 30, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 83,000 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of eighty three thousand US dollars ($83,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license fee

The abovementioned constitute the Company’s sole investment securities as of June 30, 2017.

As of June 30, 2017:

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

	Basis		Fair Value	Total Unrealized Gains in Other Comprehensive Income	Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2017
$	192,000	$	312,000	120,000	(8,000	)

	83,000		Nonvoting Convertible Preferred Shares of Entest Biomedical, Inc.

	Basis		Fair Value	Total Unrealized Gains in Other Comprehensive Income	Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2017
$	83,000	$	83,000	0	0

NOTE 12. STOCK TRANSACTIONS

On June 15, 2017 the Company issued 500,000 shares of its Series M Preferred Stock as consideration for nonemployee services.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc

Material Changes in Financial Condition

As of June 30, 2017, we had Cash of $ 401,627 and as of September 30, 2016 we had Cash of $24,822.

The increase in cash of approximately 1,518% is primarily attributable to:

$610,000 of equity securities sold for cash

(b)

$1,094,000 of convertible notes sold for cash

(c)$20,000

deposit by an investor in anticipation of issuance of debt by the Company

Offset by:

(a)

Reduction of $21,793 of principal indebtedness attributable to Notes Payable during the nine months ended June 30, 2017

(b)

Cash expended in the operation of the Company’s business during the nine months ended June 30, 2017

(c)

Recognition of an Original Issue Discount of $4,000 in connection with the issuance of a convertible note in the face amount of $79,000 during the three months ended June 30, 2017.

As of June 30, 2017, we had Accounts Receivable of $ 102,852 and as of September 30, 2016 we had Accounts Receivable of $83,000.

The increase in Accounts Receivable of approximately 23.9% is primarily attributable to:

(a)

Recognition of $110,000 during the quarter ended June 30, 2017 due and payable to the Company by Zander Therapeutics, Inc. pursuant to the terms and conditions of an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years

Offset by:

(a)

83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. accepted by the Company in satisfaction of $83,000 due and payable to the Company pursuant to the Agreement

(b)

$7,000 of principal indebtedness due to Zander by the Company offset against Zander’s liability to the Company pursuant to the Agreement

(c)

Approximately $148 of interest payments due to Zander by the Company offset against Zander’s liability to the Company pursuant to the Agreement.

David Koos serves as Chairman and Chief Executive Officer of the Company, Zander and Entest Biomedical, Inc.

Harry Lander serves as President and Chief Scientific Officer of the Company and Zander.

Todd Caven serves as Chief Financial Officer of the Company and Zander.

As of September 30, 2016 we had Prepaid Expenses of $ 69,905 and as of June 30, 2017 we had Prepaid Expenses of $43,321.

The decrease in Prepaid Expenses of approximately 38% attributable to

(a)

the recognition during the quarter ended December 31, 2016 of $8,894 of expenses which had been prepaid by the company during the quarter ended September 30, 2016

(b)

the recognition during the quarter ended March31, 2017 of $8,894 of expenses which had been prepaid by the company during the quarter ended September 30, 2016

(c)

the recognition during the quarter ended June 30, 2017 of $8,796 of expenses which had been prepaid by the company during the quarter ended September 30, 2016

As of September 30, 2016 we had Notes Receivable of $ 12,051 and as of June 30, 2017 we had Notes Receivable of $4,551.

The decrease in Notes Receivable of approximately 62% attributable to:

$17,051 of payments on principal indebtedness made to the Company during the nine months ended June 30, 2017 offset by $9,551 loaned by the Company during the nine months ended June 30, 2017.

As of September 30, 2016 we had Accrued Interest Receivable of $ 2,578 and as of June 30, 2017 we had Accrued Interest Receivable of $3,211

The increase in of Accrued Interest Receivable of approximately 25% is attributable to interest accrued but unpaid during the nine months ended June 30 , 2017 resulting from amounts due to the Company by Entest Bio-Medical, Inc.

As of September 30, 2016 we had Available for Sale Securities of $112,000 and as of June 30, 2017 we had Available for Sale Securities of $395,000

The increase in Available for Sale Securities of approximately 253 % is attributable to

(a)

The issuance to the Company of 83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical Inc. during the three months ended June 30, 2017

(b)

unrealized gains recognized on 8,000,000 common shares of Entest Biomedical, Inc. owned by the Company during the nine months ended June 30, 2017.

As of September 30, 2016 we had Accounts Payable of $240,759 and as of June 30, 2017 we had Accounts payable of $553,796.

The increase in Accounts Payable of approximately 130% is primarily attributable to increases in outstanding obligations of the Company to Contract Research Organizations incurred in the course of business.

As of September 30,2016 we had Notes Payable of $143,447 and as of June 30, 2017 we had Notes Payable of $ 121,655 .

The decrease in Notes Payable of approximately 15% is attributable to net repayments of principal amounts die during the nine months ended June 30, 2017.

As of September 30, 2016 we had Accrued Payroll Taxes of $33,040 and as of June , 2017 we had Accrued Payroll Taxes of $858.

The decrease in Accrued Payroll Taxes of approximately 97% is attributable to the derecognition of $34, 666 of employer payroll tax payable resulting from the cancellation within the same calendar year of vesting of :

(a)

7,500,000 shares of Regen’s common stock personally owned by Todd S. Caven, Regen’s Chief Financial Officer, issued as compensation

(b)

2,500,000 shares of Regen’s Series A Preferred personally owned by Todd S. Caven issued as compensation.

(c)

10,000,000 shares of Regen’s Series A Preferred personally owned by Harry Lander issued as compensation

As of September 30, 2016, we had Accrued Payroll of $263,996 and as of June 30, 2017 we had Accrued Payroll of $505,496.

The increase in Accrued Payroll of approximately 91.5% is attributable to :

$45,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended December 31, 2016

$40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended December 31, 2016

$35,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended March 31, 2017

$40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended March 31, 2017

$45,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended June 30, 2017

$40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended June 30, 2017.

As of September 30, 2016 we had Accrued Interest of $43,918 and as of June 30, 2017 we had Accrued Interest of $89,565.

The increase in Accrued Interest of approximately 103% is attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the nine months ended June 30, 2017 but not yet paid.

As of September 30, 2016 we had Accrued Rent of $15,000 and as of June 30, 2017 we had Accrued Rent of $35,000.

The increase in Accrued Rent of 133.23% is attributable to an increase in Rental Expenses accrued but unpaid due to Entest Biomedical, Inc.

As of September 30, 2016 we had Amounts due to Shareholder of $50,000 and as of June 30, 2017 we had Amounts Due to Shareholder of $0.

The decrease in Amount due to Shareholder of 100% is attributable to the following:

On July 13, 2016 the Company entered into an agreement (“Agreement”) with an outside investor whereby the investor agreed to buy and the Company agreed to sell 1,000,000 Units for consideration of $50,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and three shares of the Company’s Series A Preferred Stock. During the quarter ended September 30, 2016 the outside investor paid consideration to the Company of $50,000 for One Million Units. As of September 30, 2016 the securities issuable pursuant to the Agreement have not been issued. During the quarter ended December 31, 2016 the securities issuable pursuant to the Agreement were issued reducing Amount due to Shareholder by $50,000.

As of September 30, 2016 we had Amounts due to Investor of $0 and as of June 30, 2017 we had Amounts Due to Investor of $20,000.

The increase in Amounts due to Investor is attributable to a $20,000 deposit by an investor in anticipation of issuance of a note by the Company, such note not having been issued as of June 30, 2017.

As of September 30, 2016 we had Other Accrued Expenses of $0 and as of June 30, 2017 we had Other Accrued Expenses of $23,102.

The increase in Other Accrued Expenses is attributable to reimbursements due by the Company to the Company’s Chief Financial Officer for business expenses incurred by the Company’s Chief Financial Officer in the performance of his duties.

As of September 30,2016 we had Convertible Notes Payable of $300,000 and as of June 30, 2017 we had Convertible Notes Payable of $ 1,394,000.

The increase in Convertible Notes Payable of 365% is attributable to Convertible Notes with an aggregate face value of $1,094,000having been sold for $1,090,000 cash by the Company during the nine months ended June 30, 2017.

As of September 30,2016 we had Derivative Liability of $0 and as of June 30, 2017 we had Derivative Liability of $ 3,258,974 wholly attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $775,000 issued during the nine months ended June 30, 2017 .

Material Changes in Results of Operations

Revenues from operations were $110,000 for the three months ended June 30, 2017 and -0- for the three months ended June 30 2016. Net Losses were $2,622,175 for the three months ended June 30, 2017 and $1,000,213 for the same period ended 2016.

The increase in Revenues from Operations of $110,000 are attributable to the recognition by the Company of (i) a $100,000 anniversary fee due and payable to the Company as of June 23, 2017 pursuant to the terms and conditions of an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years and (ii) the recognition by the Company of a $10,000 minimum annual royalty due and payable to the Company pursuant to the terms and conditions of the Agreement.

The increase in Net Losses of approximately 162% is primarily attributable to :

(a) higher Derivative Expense , Research and Development related expenses, Interest Expenses and Interest Expenses related to Amortization of Discounts incurred during the quarter ended June 30, 2017 when compared the same period ended 2016 offset by

(b) higher revenues recognized during the quarter ended June 30, 2017 when compared the same period ended 2016 (c) lower General and Administrative and Consulting expenses incurred during the quarter ended June 30, 2017 when compared the same period ended 2016

(d) recognition during the quarter ended June 30, 2016 of $48,300 of expenses attributable to issuance of securities for less than fair value in satisfaction of nonconvertible debt.

Revenues from operations were $110,000 for the nine months ended June 30, 2017 and -0- for the nine months ended June 30 2016. Net Losses were $4,587,009 for the nine months ended June 30, 2017 and $ 2,420,430 for the same period ended 2016.

The increase in Net Losses of approximately 90% is primarily attributable to :

(a)

higher Derivative Expense , Research and Development related expenses, Consulting Expenses Interest Expenses and Interest Expenses related to Amortization of Discounts incurred during the nine months ended June 30, 2017 when compared the same period ended 2016 offset by

(b)

higher revenues recognized during the nine months ended June 30, 2017 when compared the same period ended 2016

(c)

Other Income of $34,666 recognized during the nine months ended June 30, 2017

(d)

lower General and Administrative expenses incurred during the nine months ended June 30, 2017 when compared the same period ended 2016

(e)

recognition during the quarter ended June 30, 2016 of $48,300 of expenses attributable to issuance of securities for less than fair value in satisfaction of nonconvertible debt.

As of June 30, 2017 we had $401,627 cash on hand and current liabilities of $4,751,036 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable ( Net of Unamortized Discount), Derivative Liability Recognized 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.

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

During the nine months ended June 30, 2017 the Company raised $1,090,000 through the issuance of convertible debt and $610,000 through the issuance of equity securities.

As of June 30, 2017 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Todd S. Caven who is the Company’s Chief Financial Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on April 1, 2017 and ending on June 30, 2017, 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

Series M Preferred Stock

On June 15, 2017 the Company issued 500,000 shares of its Series M Preferred Stock (“Shares”) to a nonemployee consultant as consideration for services.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

Convertible Notes

(i)

(ii)

(iii)

That date which is twenty four (24) months subsequent to the date of execution of this Note.

(i)

(ii)

(iii)

That date which is twenty four (24) months subsequent to the date of execution of this Note.

(i)

(ii)

(iii)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a)

The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b)

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

(c)

That date which is twenty four (24) months subsequent to the date of execution of this Note.

(i)

(ii)

(iii)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a)

The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b)

(c)

That date which is twenty four (24) months subsequent to the date of execution of this Note.

All the abovementioned Notes contained a provision that until such time as the shares of stock issuable upon conversion of the 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 stock issuable upon conversion of the 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 restrictive legend. 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.

Use of Proceeds

With regard to all securities sold for cash consideration described above, Cash proceeds received from sale will be utilized by Regen for general corporate purposes

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
10.1	Form of Convertible Note $25,000
10.2	Form of Convertible Note $50,000
10.3	Form of Convertible Note $100,000
10.4	Form of Convertible Note $50,000
10.5	Form of Convertible Note $150,000
10.6	Form of Convertible Note $200,000
10.7	Form of Convertible Note $79,000

SIGNATURE

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 3, 2017.

			Regen Biopharma, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Principal Executive Officer
	Date:		August 3, 2017

			Regen Biopharma, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Chairman, Director
	Date:		August3, 2017

			Regen Biopharma, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Caven
	Title:		Principal Financial Officer
	Date:		August 3, 2017

			Regen Biopharma, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Koos
	Title:		Principal Accounting Officer
	Date:		August 3, 2017

EX-10.1 2 ex10_1.htm 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: April 19, 2017

Principal Amount: $25,000

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 ________an individual (the "Lender") ON DEMAND AT ANY TIME AFTER April 19, 2020 (the "Maturity Date"), the principal amount of Twenty Five Thousand Dollars ($25,000) 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 wilting 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 the lower $0.0125 per share, or, a 75% discount to the closing price of the Common Stock on the Over-the-Counter Bulletin Board on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. or, if the Over-the-Counter Bulletin Board is not the principal trading market for such security, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. 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. on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3.

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 ten (10) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Lender by crediting the account of Lender's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

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

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

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

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

2.5 Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time -while this Note is outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record sale of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

2.6 Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding subdivides outstanding shares of Common Stock into a larger number of shares then the Conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.

3. Payment.

WIRE INSTRUCTIONS:

4. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than ten (10) 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 ten (10) 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.

5. Warrant Coverage. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share. See Exhibit B (incorporated into this Note) for instructions on completing the Exercise of Warrants document.

6. Events of Default.

6.1

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

6.2 If an Event of Default shall occur and be continuing, the Lender may, at its option, declare this Note to he 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.

7. Transfer of Note. 'Ibis Note may not he 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.

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

9. 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.

10. 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
David R. Koos, Chairman and CEO

4/20/2017

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $ __________________________ principal amount and ______________ accrued interest of the Note into that number of shares of Common Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPIIARMA, INC. according to the conditions of the convertible note of the Company dated as of Month 00, 2020 as of the date written below.

Date of Conversion:

Applicable Conversion Price
(Attach Bloomberg price documentation)
Number of Shares of Common Stock to be Issued Pursuant to Conversion of Note:

Amount of Principal Balance Due Remaining Under the Note After This Conversion:

Checked box corresponds to applicable instructions:

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

	Name of DTC Prime Broker:
	Account Number

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

	Name:
	Address:


	Phone:


Name		Date
Title

EXHIBIT B

COMMON STOCK PURCHASE WARRANT
REGEN BIOPHARMA, INC.

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Lender is entitled, solely upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from the Company, shares of common stock of the Company (the "Warrant Shares"). The purchase price of one Warrant Share under this Warrant shall be equal to the $0.05 per Warrant Share ("Exercise Price").

In the event that Company shall exercise Company's rights pursuant to Section 4 of the Note ("Prepayment Clause") , Lender shall be entitled , on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company("Prepayment Date") , to subscribe for and purchase from the Company up to that number of Warrant Shares at the Exercise Price per Share equivalent to that one tenth of that number of Common Shares that Lender would have been entitled to be issued had Lender exercised Lender's Conversion Right pursuant to Section 2.1 of the Note as of the Prepayment Date.

In the event that, as of the Maturity Date, part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding, Lender shall be entitled , on or prior to the close of business on the three (3) month anniversary of the Maturity Date , to subscribe for and purchase from the Company up to that number of Warrant Shares at the Exercise Price per Share equivalent to that one tenth of that number of Common Shares that Lender would have been entitled to be issued had Lender exercised Lender's Conversion Right pursuant to Section 2.1 of the Note as of the Maturity Date.

If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification

Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the initial exercise date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to Lender at the address of the Lender appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto and delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer.

	5.	Warrant Shares purchased hereunder will be delivered to Holder within 10 business days of Notice of Exercise.

	6.	The Warrant Shares 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 6 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 Warrant Shares 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 Warrant Shares that have not been so included in an effective registration statement or that have not been sold pursuant to an active 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 TIIE 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 securities 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 Warrant Shares can be sold pursuant to Rule 144 or (iii) 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.

The Lender shall not be required to physically surrender this Warrant to the Company. If the Lender has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in lull, this Warrant shall automatically be cancelled without the need to surrender the Warrant to the Company for cancellation.

This Warrant 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.

FORM OF WARRANT NOTICE

NOTICE OF EXERCISE

TO: REGEN BIOPHARMA, INC.

The undersigned hereby elects to purchase ___________ Warrant Shares of the Company pursuant

to the terms of the Warrant issued in connection with that Convertible Note in the amount of

_______ by and between_______ and the Company dated______ and maturing 2020 and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned. The undersigned is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE]

Name:

Date:

EX-10.2 3 ex10_2.htm EXHIBIT 10.2

CONVERTIBLE PROMISSORY NOTE

REGEN BIOPHARMA, INC.

Issue Date:

Principal Amount:

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 __________________________(the "Lender") ON DEMAND AT ANY TIME AFTER May 19, 2020 (the "Maturity Date"), the principal amount of Fifty thousand dollars ($50,000) 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 and any accrued interest commencing as of the date which is the earlier of:

(i) One day subsequent to the execution of an agreement to a transaction whose completion

would result in a "Change of Control" of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii) One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control" of KCL Therapeutics, Inc. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(iii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company's outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities ("Tender Offer").

(iv) One day subsequent to the closing of a Transaction Event:
"Transaction Event" shall mean either of:

(a) The sale by the Company or by KCL Therapeutics, Inc. of the Company's proprietary NR2F6 intellectual property to an unaffiliated third party, or,

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

(v) That date which is twenty four (24) months subsequent to the date of execution of this Note.

(iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 2.5 and who is an Accredited Investor as the term Accredited Investor is defined in Rule 501 of Regulation D, promulgated under the Act.

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

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

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

2.5 Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time while this Note is outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

3. Payment.

WIRE INSTRUCTIONS:

5. Warrant Coverage. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.0125 per share. See Exhibit B (incorporated into this Note) for instructions on completing the Exercise of Warrants document.

6. Events of Default.

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

6.2 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.

7. 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.

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

10. 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/ Todd Caven
Todd Caven, CFO

May 19, 2017

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $ ___________________________ principal amount and

________________ accrued interest of the Note into that number of shares of Common Stock to be

issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of May 19, 2017 as of the date written below.

Date of Conversion:

Applicable Conversion Price
(Attach Bloomberg price documentation)
Number of Shares of Common Stock to be Issued Pursuant to Conversion of Note:

Amount of Principal Balance Due Remaining Under the Note After This Conversion:

Checked box corresponds to applicable instructions:

	Name of DTC Prime Broker:
	Account Number

	Name:
	Address:


	Phone:


Name		Date
Title

EXHIBIT B

COMMON STOCK PURCHASE WARRANT
REGEN BIOPHARMA, INC.

1. In the event that Company shall exercise Company's rights pursuant to Section 4 of the Note ("Prepayment Clause") , Lender shall be entitled , on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company("Prepayment Date") , to subscribe for and purchase from the Company up to that number of Warrant Shares at the Exercise Price per Share equivalent to that one tenth of that number of Common Shares that Lender would have been entitled to be issued had Lender exercised Lender's Conversion Right pursuant to Section 2.1 of the Note as of the Prepayment Date.

2. In the event that, as of the Maturity Date, part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding, Lender shall be entitled , on or prior to the close of business on the three (3) month anniversary of the Maturity Date , to subscribe for and purchase from the Company up to that number of Warrant Shares at the Exercise Price per Share equivalent to that one tenth of that number of Common Shares that Lender would have been entitled to be issued had Lender exercised Lender's Conversion Right pursuant to Section 2.1 of the Note as of the Maturity Date.

3. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification

4. Exercise of the purchase rights represented by this Warrant may be made, in whole or in
part, from and after the initial exercise date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to Lender at the address of the Lender appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto and delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer

5. Warrant Shares purchased hereunder will be delivered to Holder within 10 business days of Notice of Exercise.

6. The Warrant Shares 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 6 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 Warrant Shares 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 Warrant Shares that have not been so included in an effective registration statement or that have 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:

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 securities 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 Warrant Shares can be sold pursuant to Rule 144 or (iii) 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.

7. The Lender shall not be required to physically surrender this Warrant to the Company. If the Lender has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without the need to surrender the Warrant to the Company for cancellation.

8. This Warrant 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.

9. FORM OF WARRANT NOTICE

NOTICE OF EXERCISE

TO: REGEN BIOPHARMA, INC.

The undersigned hereby elects to purchase_____________ Warrant Shares of the Company pursuant to the terms of the Warrant issued in connection with that Convertible Note in the amount of _______ by and between________ and the Company dated______ and maturing______ , 2020 and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

[SIGNATURE]

Name:
Date:

EX-10.3 4 ex10_3.htm EXHIBIT 10.3

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 BLOPHARMA, INC.

Issue Date: Principal Amount:

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 _________

__________________________________(the "Lender") ON DEMAND AT
ANY TIME AFTER May 9th, 2020 (the "Maturity Date"), the principal amount of one hundred

Thousand Dollars ($100,000) and interest on the whole amount of said principal sum outstanding
and remaining from time to time unpaid (the "Note"), commencing from the date hereof and continuing until payment in full of this Note or conversion as hereinafter provided, at an annual rate equal to 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 and any accrued interest commencing as of the date which is the earlier of:

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control" of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company's outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities ("Tender Offer").

(iii) That date which is twenty four (24) months subsequent to the date of execution of this Note.

2.2 Conversion Price. The "Conversion Price" shall be defined as the lower $0.025 per share, or, a 75% discount to the closing price of the Common Stock on the Over-the-Counter Bulletin Board on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3-. or, if the Over-the-Counter Bulletin Board is not the principal trading market for such security, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. 01, 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. on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3.

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 ten (10) business days after such receipt. Upon receipt by the Company of a Notice of Conversion, the Lender shall be deemed to be the Lender of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion. All rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities as herein provided on such conversion. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST') program, upon request of the Lender, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Lender by crediting the account of Lender's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

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

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

'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 LEN-DER), IN -A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

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

2.5 Reverse Stock Splits. If the number of shares of-Common Stock outstanding at any time while this Note is outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

2.6 Stock Dividends and Stock Splits. -If the Company, at any time while this Note is outstanding subdivides outstanding shares of Common Stock into a larger number of shares then the Conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the shall be the number of shares of Common Stock outstanding immediately after such event.

3. Payment.

WIRE INSTRUCTIONS:

5. Warrant Coverage. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.025 per share. See Exhibit B (incorporated into this Note) for instructions on completing the Exercise of Warrants document.

6. Events of Default.

6.1 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

(c) failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.

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

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
David R. Koos, Chairman and CEO

5/25/2017

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

		05/25/2017
		Date

EX-10.4 5 ex10_4.htm EXHIBIT 10.4

CONVERTIBLE PROMISSORY NOTE

REGEN BIOPHARMA, INC.

Issue Date: April 19, 2017

Principal Amount: $50,000

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 ________(the "Lender") ON DEMAND AT ANY TIME AFTER April 19, 2020 (the "Maturity Date"), the principal amount of Fifty Thousand Dollars ($50,000) 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.

2.3 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.

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

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

increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

3. Payment.

WIRE INSTRUCTIONS:

4. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than ten (10) 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 -ten (10) 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.

5. Warrant Coverage. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share. See Exhibit B (incorporated into -this Note) -for instructions on completing -the Exercise of Warrants document.

6. Events of Default.

6.1 The following shall constitute events of default (individually an "Event of 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

7. 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.

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

9. 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 he effective unless given in writing by the Lender.

10. 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.

REGEN BIOPHARMA INC

/s/ David R. Koos
David R. Koos, Chairman and CEO

4/20/2017

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $ __________________________ principal amount and

________________ accrued interest of the Note into that number of shares of Common Stock to be

issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of Month 00, 2020 as of the date written below.

Date of Conversion:

Applicable Conversion Price
(Attach Bloomberg price documentation)
Number of Shares of Common Stock to be Issued Pursuant to Conversion of Note:

Amount of Principal Balance Due Remaining Under the Note After This Conversion:

Checked box corresponds to applicable instructions:

	Name of DTC Prime Broker:
	Account Number

	Name:
	Address:


	Phone:


Name		Date
Title

EXHIBIT B

COMMON STOCK PURCHASE WARRANT
REGEN BIOPHARMA, INC.

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED 1N THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Lender is entitled, solely upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from the Company, shares of common stock of the Company (the "^-Warrant Shares"). The purchase price of one Warrant Share under this Warrant shall be equal to the $0.05 per Warrant Share ("Exercise Price").

I .

In the event that Company shall exercise Company's rights pursuant to Section 4 of the Note ("Prepayment Clause") , Lender shall be entitled , on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company("Prepayment Date") , to subscribe for and purchase from the Company up to that number of Warrant Shares at the Exercise Price per Share equivalent to that one tenth of that -number of Common Shares that Lender would have been entitled to be issued had Lender exercised Lender's Conversion Right pursuant to Section 2.1 of the Note as of the Prepayment Date.

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall -remain unchanged. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification

Exercise of the purchase rights represented by this Warrant may be made, in whole or in
part, from and after the initial exercise date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to Lender at the address of the Lender appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto and delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer.

Warrant Shares purchased hereunder will be delivered to Holder within 10 business days of Notice of Exercise.

The Warrant Shares 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 6 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 Warrant Shares 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 Warrant Shares that have not been so included in an effective registration statement or that have 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:

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 securities 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 Warrant Shares can be sold pursuant to Rule 144 or (iii) such security is registered for sale by under an effective registration statement filed wider 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.

The Lender shall not be required to physically surrender this Warrant to the Company. If the Lender has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without the need to surrender the Warrant to the Company for cancellation.

FORM OF WARRANT NOTICE

NOTICE OF EXERCISE

TO: REGEN BIOPHARMA, INC.

The undersigned hereby elects to purchase____________ Warrant Shares of the Company pursuant

to the terms of the Warrant issued in connection with that Convertible Note in the amount of

_______ by and between_______ and the Company dated______ and maturing 2020 and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

[SIGNATURE]

Name:

Date:

EX-10.5 6 ex10_5.htm EXHIBIT 10.5

CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND ANY SHARES OF STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGI STERED 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: Principal Amount:

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 _________________________(the "Lender") ON DEMAND AT ANY TIME AFTER June 16th, 2020 (the "Maturity Date"), the principal amount of one hundred fifty Thousand Dollars ($150,000) 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 cm 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.

The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount and any accrued interest commencing as of the date which is the earlier of:

(i)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control" of the Company. For purposes of this Note, a Change of Control shall he defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control" of KCL Therapeutics, Inc. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(iii)

One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the

Company's

outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities ("Tender Offer").

(iv)

One day subsequent to the execution of an agreement that could result in a Transaction Event:

"Transaction Event" shall mean either of:

(a) The sale by the Company or by KCL Therapeutics, Inc. of any or all of the Company's proprietary NR2F6 intellectual property to an unaffiliated third party

(b) The granting of a license by the Company or by KCL Therapeutics, Inc. to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize any or all of the Company's proprietary NR2F6 intellectual property.

If the execution of the agreement resulting in a Transaction Event shall result in a closing of the Transaction Event prior to 30 days subsequent to the execution of the agreement, the right to convert under this subsection (iv) shall be 30 days prior to the closing of the Transaction Event, and the Company shall provide the Lender with a Notice of Right to Convert at least 30 days prior to the closing of the Transaction Event.

(v) That date which is twenty four (24) months subsequent to the date of execution of this Note.

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 the lower $0.025 per share, or, a 75% discount to the closing price of the Common Stock on the Over-the-Counter Bulletin Board on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. or, if the Over-the-Counter Bulletin Board is not the principal trading market for such security, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. 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. on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3.

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

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

"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 (1) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

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

2.5 Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time while this Note is outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

2.6 Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding subdivides outstanding shares of Common Stock into a larger number of shares then the Conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event

3. Payment.

WIRE INSTRUCTIONS:

4. Prepayment. Notwithstanding anything to the contrary contained herein, the Company shall have the right, exercisable on not less than ten (10) 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 ten (10) 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.

5. Warrant Coverage. In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.025 per share. See Exhibit B (incorporated into this Note) for instructions on completing the Exercise of Warrants document.

6. Events of Default.

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

(a) 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

(b) failure of the Company to comply in any way with the terms, covenants or conditions contained in this Note.

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

9. 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.

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
David R. Koos, Chairman and CEO

4/20/2017

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $ __________________ principal amount and $______ accrued interest of the Note into that number of shares of Common Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of June 16, 2020 as of the date written below.

Date of Conversion:

Applicable Conversion Price
(Attach Bloomberg price documentation)
Number of Shares of Common Stock to be Issued Pursuant to Conversion of Note:

Amount of Principal Balance Due Remaining Under the Note After This Conversion:

Checked box corresponds to applicable instructions:

	Name of DTC Prime Broker:
	Account Number

	Name:
	Address:


	Phone:


Name		Date
Title

EXHIBIT B

COMMON STOCK PURCHASE WARRANT
REGEN BIOPHARMA, INC.

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED TN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification

Exercise of the purchase rights represented by this Warrant may be made, in whole or in
part, from and after the initial exercise date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to Lender at the address of the Lender appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto and delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer.

Warrant Shares purchased hereunder will be delivered to Holder within 10 business days of Notice of Exercise.

The Warrant Shares 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 6 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 Warrant Shares have been registered- under the- Act or otherwise-may be sold pursuant to Rule-1^-44 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that have not been so included in an effective registration statement or that have 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 securities may he 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 Warrant Shares can be sold pursuant to Rule 144 or (iii) 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.

The Lender shall not be required to physically surrender this Warrant to the Company. If the Lender has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without the need to surrender the Warrant to the Company for cancellation.

FORM OF WARRANT NOTICE

NOTICE OF EXERCISE

TO: REGEN BIOPHARMA, INC.

The undersigned hereby elects to purchase_______ Warrant Shares of the Company pursuant to the terms of the Warrant issued in connection with that Convertible Note in the amount of by and between_________________________________ and the Company dated and maturing 2020 and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Please issue a certificate^- or^-certificates representing said Warrant Shares in the name of the undersigned. The undersigned is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE]

Name:___________________________________

Date:____________________________________

MILENNIUM TRUST COMPANY, LLC

SIGNING AUTHORITIES RESOLUTION

AS APPROVED AUGUST 10, 2016

The undersigned, being the Secretary or an Assistant Secretary of Millennium Trust Company, TLC, a. limited liability company organized and existing by virtue of the Laws of the State of Illinois (the “Company”), does hereby certify that the following is a true, correct and complete copy of the Resolutions duly adopted by the Board of Directors of the Company at a meeting held on August 10, 2016 (the "Resolutions") in accordance 'Pith the provisions of the Operating Agreement of the Company, and that said Resolutions have not been rescinded, revoked, amended or modified and remain in full force and effect as of the date hereof

RESOLVED, that the Chief Executive Officer, Chief Financial Officer, General Counsel, Secretary, any Senior Vice President, Vice President, Assistant Vice President, Assistant Secretary, Supervisor, Team Lead, Senior Account Manager, or Senior Account Administrator included on Appends A (the "Appendix") attached hereto (the "Authorized Signers") of the Company, be, and each hereby is, authorized to, on behalf of the Company in its capacity as a custodian: (a) make, execute and deliver any and all written instruments, documents, agreements or other writings in the name of and on behalf of the Company that are necessary, proper and advisable for the conduct of the business of the Company in the ordinary course of its business; and (b) transfer, assign, endorse, purchase sell, set over, exchange or deliver any and all bonds, stocks, mutual funds, debentures, notes, real estate, or any other securities or negotiable instruments of any description as necessary, proper and advisable for the conduct of the business of the Company in the ordinary course of its business and. (c) take such further^- action and execute and deliver such further certifications, instruments and documents, in the name and on behalf of the Company, as are necessary, proper or advisable in order to fully carry out the intent and effectuate the purposes of the foregoing.

FURTHER RESOLVED, that the Secretary of the Company may update or revise the Appendix to include or remove any Authorized Signers, as is from time to lime as the Board consider as reasonable, necessary and proper and such updates will have the same validity and effect as the original Appendix included herein..

The undersigned further certifies that Appendix A hereto contains a true and correct list of the Authorized Spas described in the Resolutions as of the date hereof and a true and correct sample signature of each.

IN WITNESS WHEREOF, I have hereunto set my hand on this day of________ , 20__

MILLENNIUM TRUST COMPANY, LLC

By:__________________

Secretary or Assistant Secretary

EX-10.6 7 ex10_6.htm EXHIBIT 10.6

CONVERTIBLE PROMISSORY NOTE

REGEN BIOPHARMA, INC.

Issue Date: 05/05/17

Principal Amount: $200,000

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 ______________- (the "Lender") ON DEMAND AT ANY TIME AFTER May 5, 2020 (the "Maturity Date"), the principal amount of Two Hundred Thousand Dollars ($00,000) 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.

The Lender shall have the right to convert one hundred percent (100%) of the Principal Amount and any accrued interest commencing as of the date which is the earlier of:

(i)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a "Change of Control" of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii)

One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company's outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities ("Tender Offer").

(iii)

That date which is twenty four (24) months subsequent to the date of execution of this Note.

2.2 Conversion Price. The "Conversion Price" shall be defined as the lower $0.025 per share, or, a 75% discount to the closing price of the Common Stock on the Over-the-Counter Bulletin Board on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. or, if the Over-the-Counter Bulletin Board is not the principal trading market for such security, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3. 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. on the trading day immediately prior to the date that a Notice of Conversion is submitted pursuant to Section 2.3.

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

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

2.5 Reverse Stock Splits. lithe number of shares of Common Stock outstanding at any time while this Note is outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares.

2.6 Stock Dividends and Stock Splits. If the Company, at any time while- this Note is outstanding subdivides outstanding shares of Common Stock into a larger number of shares then the Conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.

3. Payment.

WIRE INSTRUCTIONS:

6. Events of Default.

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

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

9. 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.

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
David R. Koos, Chairman and CEO

5/11/2017

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount and accrued interest of the Note into that number of shares of Common Stock to be issued pursuant to the conversion of the Note as set forth below of REGEN BIOPHARMA, INC. according to the conditions of the convertible note of the Company dated as of Month 00, 2020 as of the date written below.

Date of Conversion:

Applicable Conversion Price
(Attach Bloomberg price documentation)
Number of Shares of Common Stock to be Issued Pursuant to Conversion of Note:

Amount of Principal Balance Due Remaining Under the Note After This Conversion:

Checked box corresponds to applicable instructions:

	Name of DTC Prime Broker:
	Account Number

	Name:
	Address:


	Phone:


Name		Date
Title

EXHIBIT B

COMMON STOCK PURCHASE WARRANT

REGEN BIOPHARMA, INC.

If the Company, at any time while this Warrant is outstanding: (1) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification

Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the initial exercise date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to Lender at the address of the Lender appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto and delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer.

Warrant Shares purchased hereunder will be delivered to Holder within 10 business days of Notice of Exercise.

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 securities 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 Warrant Shares can be sold pursuant to Rule 144 or (iii) 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.

The Lender shall not be required to physically surrender this Warrant to the Company. If the Lender has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without the need to surrender the Warrant to the Company for cancellation.

FORM OF WARRANT NOTICE

NOTICE OF EXERCISE

TO: REGEN BIOPHARMA, INC.

The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the Warrant issued in connection with that Convertible Note in the amount of _____________ by and between_ and the Company dated____________________________________________________ and maturing_ 2020 and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

[SIGNATURE]

Name:

Date:

EX-10.7 8 ex10_7.htm EXHIBIT 10.7

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Regen Biopharma, Inc., a Nevada corporation (the "Issuer" of this Security) with at least 138,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the "Investor") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the payment of Consideration by the Investor (the "Effective Date").

The Principal Sum is $79,000 (seventy nine thousand) plus accrued and unpaid interest and any other fees. The Consideration is $75,000 (seventy five thousand) payable by wire (there exists a $4,000 original issue discount (the "OID")). The Investor shall pay $75,000 of Consideration upon closing of this Note as the Purchase Price under the Securities Purchase Agreement Document SPA-06212017 of even date herewith between the Issuer and the Investor. The Maturity Date is eight months after the Effective Date and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Investor may extend any Maturity Date in its sole discretion in increments of up to three months at any time before or after any Maturity Date. The Maturity Date shall automatically be deemed extended unless the Investor provides notice to the Issuer that it is not or has not extended the Maturity Date, which notice the Investor may provide at any time before or after the Maturity Date.

1. Interest and Repayment. A one-time Interest charge of 10% shall be applied to the Principal Sum. The Interest is in addition to the OID, and that OID remains payable- regardless of time and manner of payment by the Issuer. The Issuer may not repay any payment of Consideration after its Effective Date prior to its Maturity Date without written approval from the Investor.

2. Conversions. The Investor has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Issuer as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. Conversion notices may be delivered to the Issuer by method of the Investor's choice- (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Investor. If no objection is delivered from the Issuer to the Investor regarding any variable or calculation of the conversion notice within 24 hours of delivery of the conversion notice, the Issuer shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Issuer shall deliver the shares from any conversion to the Investor (in any name directed by the Investor) within 3 (three) business days of conversion notice delivery. The Investor, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Issuer (under the Investor's and the Issuer's expectations that any returned conversion amounts will tack back to the original date of the Note). Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding.

3. Conversion Price. The Conversion Price is the lesser of $0.0365 or 60% of the lowest trade price in the 25 trading days previous to the (In the case- that conversion shares are not deliverable- by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for clearing deposit an additional 5% discount shaft apply; in the case of both an additional cumulative 15% discount shall apply); provided, however, that, subject to the following sentence, the Conversion shall not be less than $0.01 (the "Floor Price"). Notwithstanding the foregoing, if an Issuer default or breach of terms occurs among any of the agreements between the parties, regardless of whether the Investor provides notice of such default or breach and regardless of whether such default or breach is cured or remedied, the Conversion Price shall automatically become the lesser of $0.01 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion share& are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for clearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Additionally, if the Issuer (i) issues stock at any price (in any type of issuance or sale including but not limited to sale, conversion, exchange, or compensation to any party (including the Investor)) below the Floor Price (including pursuant to the terms of any previously outstanding securities, warrants, convertible notes, or other agreements), or (ii) enters into any agreement that may in the future provide for such issuance at any price (in any type of issuance or sale including but not limited to sale, conversion, exchange, or compensation to any party (including the Investor)) below the Floor Price (including pursuant to the terms of any previously outstanding securities, warrants, convertible notes, or other agreements) (such lower price under (i) or (ii) being a "Sales Price"), then the Conversion Price under the Note shall automatically become the Investor's choice of the lesser of the Floor Price, the Sales Price, or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for clearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply).

4. Reservation of Shares. At all times during which this Note is outstanding, the Issuer will reserve for the Investor from its authorized and unissued Common Stock a number of shares of not less than five times the number of shares necessary to provide for the issuance of Common Stock upon the full conversion of this Note. The Issuer initially shall reserve at least 20,000,000 shares of Common Stock for the Investor. The Issuer represents that Securities Transfer Corporation serves as the Issuer's transfer agent as of the date of this Note. The Issuer acknowledges that Securities Transfer Corporation is a party to an irrevocable instruction and share reservation letter agreement between the Issuer, the transfer agent and the Investor regarding this Note. The Issuer agrees that the Issuer's use of Securities Transfer Corporation as its transfer agent is material to the Investor, that the Issuer may not terminate or replace Securities Transfer Corporation as the Issuer's transfer agent without obtaining the Investor's written consent thirty days in advance of such termination or replacement, and that the Issuer must provide the Investor, within five business days following the termination, resignation or replacement of Securities Transfer Corporation or any subsequent transfer agent an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and Securities Transfer Corporation. The Issuer further agrees that every provision in the irrevocable instruction and share reservation letter agreement is material to the Investor such that the Investor would not otherwise enter into this Note.

5. Piggyback Registration Rights. The Issuer shall include on the next registration statement the Issuer files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note (the "Registrable Securities"). Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $20,000, being immediately due and payable to the Investor at its election in the form of cash payment or addition to the balance of this Note.

5. Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the-Issuer or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Investor in this Note, such term, at the Investor's option, shall become a part of the transaction documents with the Investor. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion rights, conversion discounts, conversion lookback periods, interest rates, original issue discounts, and warrant coverage. The Issuer shall notify the Investor of such additional or more favorable term, including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other pricing terms, and, at any time while this Note is outstanding, the Investor may request of the Issuer and/or its transfer agent (and they will provide) a schedule of all issuances since the Effective Date of this Note of shares of common stock or of securities entitling the holder thereof to acquire shares of common stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of common stock of the Issuer.

6. Default. Each of the following are an event of default under this Note:- (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall breach or fail to honor any other term of this Note, any term under any other document related to this Note, or any other written agreement between the Issuer and the Investor (collectively, the "Transaction Documents"), including, without limitation, the Issuer's obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full conversion of this Note pursuant to Section 4 of this Note; or (iv) the Issuer fails to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals not less than five times the outstanding Note balance divided by the closing price of the Issuer's common stock; or (v) the Issuer's failure to increase the number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for the Investor) of less than five times the number of shares necessary to provide for the issuance of common stock upon full conversion of this Note; or (vi) the Issuer terminates or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days in advance of such termination or replacement; or (vii) the Issuer's failure to appoint a new transfer agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) the Issuer shall make a general assignment for the benefit of creditors; or (x) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (xi) an involuntary proceeding shall be commenced or filed against the Issuer; or (xii) the Issuer's common stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer's market capitalization (the number of shares of common stock issued and outstanding multiplied by the price per share of common stock) is less than $200,000 at any time or decreases to less than 50% of the market capitalization on the Effective Date; or (xiv) the price per share of the Issuer's common stock decreases to less than 50% of the price per share on the Effective Date; or (xv) the Issuer shall lose its status as "DTC Eligible" or the Issuer's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System (xvi) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xvii) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xviii) the Issuer's chief executive officer fails to engage in a telephone call with the Investor upon the request of the Investor at least 36 hours in advance up to once per week with such telephone call generally not to be in excess of 20 minutes.

7. Remedies. For each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to the Principal Sum of the Note (under the Investor's and the Issuer's expectations that any penalty amounts-will tack back to the original date of the Note). Upon each occurrence of any other event of default, the Investor may asses and apply a fee against the Issuer of not less than $25,000 at any time any balance remains outstanding on this Note, regardless of whether such event of default has been cured or remedied and regardless of whether the Investor delivered a notice of default at the time of the event of default or at the time the Investor discovered the event of default. The parties agree that the fee shall be applied to the balance of the Note and shall tack back to the Effective Date of the Note for purposes of Rule 144. The parties acknowledge and agree that upon an event of default, Investor's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates and future share prices, Investor's increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable estimate of Investor's actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in lieu of actual damages.

9. Acceleration. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration (the "Note Balance"), shall become, at the Investor's election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the Investor's choice of (this choice may be made at any time without presentment, demand, or notice of any kind): (i) the Note Balance divided by the Conversion Price on the date of the default multiplied by the closing price on the date of the default; or (ii) the Note Balance divided by the Conversion Price on the date the Mandatory Default Amount is either (a) demanded or (b) paid in full, whichever has a lower Conversion Price, multiplied by the closing price on the date the Mandatory Default Amount is either (a) demanded or (b) paid in full, whichever has a higher closing price; or (iii) 150% of the Note Balance. In connection with such acceleration described herein, the Investor need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind; and the Investor may immediately and without expiration of-any grace period enforce any and all of^-its rights^-and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Investor at any time prior to payment hereunder and the Investor shall have all rights as a holder of the note until such time, if any, as the Investor receives full payment pursuant to this Section 9. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon.

10. Right to Specific Performance and Injunctive Relief. Nothing herein shall limit the Investor's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. In this regard, the Issuer hereby agrees that the Investor will be entitled to obtain specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof or the Issuer's obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer agrees that, in such event, all requirements for specific performance and/or preliminary and permanent injunctive relief will be satisfied, including that the Investor would suffer irreparable harm for which there would be no adequate legal remedy. The Issuer further agrees that it will not object to a court or arbitrator granting or ordering specific performance or preliminary and/or permanent injunctive relief in the event the Investor demonstrates that the Issuer has failed to comply with any obligation herein. Such a grant or order may require the Issuer to immediately issue shares to the Investor pursuant to a Conversion Notice and/or require the Issuer to immediately satisfy its obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the Issuer's transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer further expressly waives any right to any bond in connection with any temporary or preliminary injunction.

11. No Shorting. The Investor agrees that so long as this Note from the Issuer to the Investor remains outstanding, the Investor will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice by the Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

12. Assignability. The Issuer may not assign this Note. This Note will be binding upon the Issuer and its successors and will inure to the benefit of the Investor and its successors and assigns and may be assigned by the Investor to anyone without the Issuer's approval.

13. Governing Law, Legal Proceedings, and Arbitration. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA (INCLUDING ANY RIGHTS TO SPECIFIC RELIEF PROVIDED FOR UNDER NEVADA STATUTES), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS NOTE (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THE NOTE; AND (II) DOES NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION.

ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR RELATED TO THIS NOTE, OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES, SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS OF GENERAL JURISDICTION LOCATED IN MIAMI-DADE COUNTY, IN THE STATE OF FLORIDA, EXCEPT THAT ALL SUCH DISPUTES BETWEEN THE PARTIES SHALL BE SUBJECT TO ALTERNATIVE DISPUTE RESOLUTION THROUGH BINDING ARBITRATION AT THE INVESTOR'S SOLE

DISCRETION AND ELECTION (REGARDLESS OF WHICH PARTY INITIATES THE LEGAL PROCEEDINGS). The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.

If the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the Effective Date of this Note, except as modified by this agreement. The Investor's election to arbitrate shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators' subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper under the evidence presented and applicable law and consistent with the parties' rights to, and limitations on, damages and other relief as expressly set forth in this Note. The award and decision of the arbitrator(s) shall be conclusive and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right, but shall have no obligation, to advance the Issuer's share of the costs, fees and expenses of any arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

14. Delivery of Process by the Investor to the Issuer. In the event of any action or proceeding by the Investor against the Issuer, and only by the Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by the Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known attorney as set forth in its most recent SEC filing.

15. Attorney Fees. If any attorney is employed by either party with regard to any legal or equitable action, arbitration or other proceeding brought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.

16. Opinion of Counsel. The Issuer shall provide the Investor with an opinion of counsel prior to the Effective Date of the Note that neither this Note, nor any other agreement between the parties, nor any of their terms (including, but not limited to, interest, original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively violate any usury laws in the State of Nevada. Prior to the Effective Date of the Note, the Issuer and its management have reviewed such opinion, consulted their counsel on the opinion and on the matter of usury, and have further researched the matter of usury to their satisfaction. Further, the Issuer and its management agree with the opinion of the Issuer's counsel that neither this Note nor any other agreement between the parties is usurious and they agree they will not raise a claim of usury as a defense to the performance of the Issuer's obligations under this Note or any other agreement between the parties. THE ISSUER HEREBY WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that any other opinion of counsel is needed for any matter related to this Note, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right to have any such opinion provided by Issuer's counsel.

17. Notices. Any notice required or permitted hereunder (including Conversion Notices and demands for arbitration) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

Issuer:		Investor:


David R. Koos		JMJ Financial
Regen Biopharma, Inc.		Its Principal
Chief Executive Officer

Date: 06/23/20017		Date: 06/23/2017

EX-31.1 9 ex31_1.htm 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: Auguat 3, 2017	By:	/s/ David R. Koos
		David R. Koos Chief Executive Officer

EX-31.2 10 ex31_2.htm 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: Aug 3, 2017	By:	/s/ Todd S. Caven
		Todd S. Caven

EX-32.1 11 ex32_1.htm EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2017 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: August 3, 2017	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 12 ex32_2.htm 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: August 3, 2017	By:	/s/ Todd S. Caven
		Todd S. Caven Acting Chief Financial Officer

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NOTE 10. STOCKHOLDERS’ EQUITY   The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2017:   Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 138,112,605 shares issued and outstanding. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1). On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation. Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares issued and outstanding as of June 30, 2017, 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares are outstanding as of June 30, 2017 and 300,000,000 is designated Series M Preferred Stock of which 32,000,000 shares are outstanding as of June 30, 2017.  The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired. Series AA Preferred Stock   On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).   The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.   Series A Preferred Stock   On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”). The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.  On January 10, 2017 Regen Biopharma, Inc. (“Regen”) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock"). The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

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NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) a Delaware corporation.   The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials   A. BASIS OF ACCOUNTING   The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.   B. PRINCIPLES OF CONSOLIDATION   The consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated   C. 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.   D. CASH EQUIVALENTS   The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.     E. 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.   F. 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.   G. INCOME TAXES   The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.   The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2017 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.  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.   I. ADVERTISING   Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended June 30, 2017 .    K. REVENUE RECOGNITION   Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.   The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

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.

C. 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.

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

E. 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.

F. 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.

G. INCOME TAXES   The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.   The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2017 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.  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.

I. ADVERTISING   Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended June 30, 2017 .

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS   In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.   The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.   In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.   On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.   On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:   The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.   Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.   While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.   On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.

NOTE 3. GOING CONCERN   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $11,489,821 during the period from April 24, 2012 (inception) through June 30, 2017. 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 year ended September 30, 2016 the Company raised $1,254,751 through the issuance of equity securities for cash and $300,000 through the issuance of convertible debentures. During the quarter ended December 31, 2016 the Company raised $585,000 through the issuance of equity securities for cash and $240,000 through the issuance of convertible debentures. During the quarter ended March 31, 2017 the Company raised $25,000 through the issuance of equity securities for cash and $200,000 through the issuance of convertible debentures. During the quarter ended June 30, 2017 the Company raised $650,000 through the issuance of convertible debentures.

NOTE 4. NOTES PAYABLE   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td style="padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2017</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 71%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">David Koos ( Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%"> </td> <td style="width: 17%; text-align: right">227</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Bostonia Partners</td> <td> </td> <td> </td> <td style="text-align: right">68,588</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-indent: -0.25in">Bio Matrix Scientific Group, Inc. (Note 8)</td> <td> </td> <td> </td> <td style="text-align: right">6000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 20pt; text-indent: -0.25in">Blackbriar Partners, Inc.(Note 8)</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">46,840</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-indent: -0.25in">Notes payable</td> <td> </td> <td>$</td> <td style="text-align: right">121,655</td> <td> </td></tr> </table>    $227 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.   $5,288 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.   $63,300 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.   $6,000 lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.   $274 lent to the Company by Blackbriar Partners, Inc. is due and payable February 21, 2018 and bears simple interest at a rate of 10% per annum.   $66 lent to the Company by Blackbriar Partners, Inc. is due and payable February 22, 2018 and bears simple interest at a rate of 10% per annum.   $11,000 lent to the Company by Blackbriar Partners, Inc. is due and payable February 23, 2018 and bears simple interest at a rate of 10% per annum.   $20,000 lent to the Company by Blackbriar Partners, Inc. is due and payable April 28, 2018 and bears simple interest at a rate of 10% per annum.   $15,000 lent to the Company by Blackbriar Partners, Inc. is due and payable May 3, 2018 and bears simple interest at a rate of 10% per annum.   $500 lent to the Company by Blackbriar Partners, Inc. is due and payable May 31, 2018 and bears simple interest at a rate of 10% per annum.

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td style="padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2017</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 71%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">David Koos ( Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%"> </td> <td style="width: 17%; text-align: right">227</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">Bostonia Partners</td> <td> </td> <td> </td> <td style="text-align: right">68,588</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-indent: -0.25in">Bio Matrix Scientific Group, Inc. (Note 8)</td> <td> </td> <td> </td> <td style="text-align: right">6000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 20pt; text-indent: -0.25in">Blackbriar Partners, Inc.(Note 8)</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">46,840</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-indent: -0.25in">Notes payable</td> <td> </td> <td>$</td> <td style="text-align: right">121,655</td> <td> </td></tr> </table>

227

5288

63300

6000

274

11000

20000

15000

500

12000

2017-03-08

2017-05-10

2018-02-17

2018-02-21

2018-02-22

2020-03-01

2020-03-09

2020-02-24

2020-03-31

2018-02-23

2018-04-28

2018-05-03

2018-05-31

2020-04-19

2020-05-05

2020-05-09

2020-05-19

2020-06-16

NOTE 6. NOTES RECEIVABLE   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td style="padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2017</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 71%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">Entest Biomedical, Inc. (Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 17%; text-align: right">4,551</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 20pt; text-indent: -0.25in">Notes Receivable</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">4,551</td> <td style="padding-bottom: 1pt"> </td></tr> </table>    $4,551 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td style="padding-bottom: 1pt"> </td> <td colspan="3" style="border-bottom: black 1pt solid; text-align: center">June 30, 2017</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 71%; padding-left: 20pt; text-align: justify; text-indent: -0.25in">Entest Biomedical, Inc. (Note 8)</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 17%; text-align: right">4,551</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 20pt; text-indent: -0.25in">Notes Receivable</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">4,551</td> <td style="padding-bottom: 1pt"> </td></tr> </table>

4551

NOTE 7. INCOME TAXES   As of June 30, 2017   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">Deferred tax assets:</td> <td> </td> <td colspan="3" style="text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 71%; text-align: justify">Net operating tax carry forwards</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 17%; text-align: right">3,906,539</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; text-align: justify">Other</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Gross deferred tax assets</td> <td> </td> <td> </td> <td style="text-align: right">3,906,539</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; text-align: justify">Valuation allowance</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(3,906,539</td> <td style="padding-bottom: 1pt">)</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; text-align: justify">Net deferred tax assets</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td style="padding-bottom: 1pt"> </td></tr> </table>   As of June 30, 2017 the Company has a Deferred Tax Asset of $3,906,539 completely attributable to net operating loss carry forwards of approximately $11,489,821 (which expire 20 years from the date the loss was incurred).    Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has recorded a valuation allowance reducing all deferred tax assets to 0.   Income tax is calculated at the 34% Federal Corporate Rate.

<table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">Deferred tax assets:</td> <td> </td> <td colspan="3" style="text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="width: 71%; text-align: justify">Net operating tax carry forwards</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 17%; text-align: right">3,906,539</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; text-align: justify">Other</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Gross deferred tax assets</td> <td> </td> <td> </td> <td style="text-align: right">3,906,539</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; text-align: justify">Valuation allowance</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(3,906,539</td> <td style="padding-bottom: 1pt">)</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; text-align: justify">Net deferred tax assets</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td> <td style="padding-bottom: 1pt"> </td></tr> </table>

0.34

NOTE 8. RELATED PARTY TRANSACTIONS   As of June 30, 2017 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.   The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.   As of June 30, 2017 Entest Biomedical Inc. is indebted to the Company in the amount of $4,551. $4,551 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.    As of June 30, 2017 the Company is indebted to David R. Koos in the amount of $227. $227 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 June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.   Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.   The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.   Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.   Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).   Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).   The Agreement may be terminated by The Company:   If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.   The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.   The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.   The Agreement may be terminated by either party in the event of a material breach by the other party.   On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance. During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15th, 2016 liability. During the quarter ended June 30, 2017 Zander caused to be issued to the Company 83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of 83,000 owed to the Company by Zander.On June 23, 2017 $7,000 of principal indebtedness and $147 of Accrued Interest Payable by the Company to Zander was applied toward the satisfaction of a minimum royalty payment owed by Zander to the Company pursuant to the Agreement. As of June 30, 2017 the Company possesses a receivable from Zander of $102,852 pursuant to the terms and conditions of the Agreement. During the quarter ended June 30, 2017 the Company borrowed $12,000 from Zander (“Zander Debt”). The Zander Debt accrued simple interest at 10% per annum. During the quarter ended June 30, 2017. On May 11, 2017 the Company satisfied $5,000 of principal indebtedness of the Zander Debt in cash. On June 23, 2017 $7,000 of principal indebtedness of the Zander Debt and $147 of Accrued Interest Payable on the Zander Debt was applied toward the satisfaction of a minimum royalty payment owed by Zander to the Company pursuant to the Agreement. David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.   As of June 30, 2017 the Company is indebted to Biomatrix Scientific Group, Inc. in the amount of $6,000.$6,000 lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.   As of June 30, 2017 the Company is indebted to Blackbriar Partners, Inc., an entity controlled by David Koos who is Regen’s Chairman and Chief Executive Officer, in the aggregate amount of $46,840 ( See Note 4).

100000

0.04

10000

8000000

NOTE 9. COMMITMENTS AND CONTINGENCIES   The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the 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.

Series A Preferred Stock   On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).  The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.

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.

On January 10, 2017 Regen Biopharma, Inc. (“Regen”) 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 M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock"). The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

NOTE 12. STOCK TRANSACTIONS   On June 15, 2017 the Company issued 500,000 shares of its Series M Preferred Stock as consideration for nonemployee services.

13527

13697

3200

15000 15000

395000

112000

312000

83000

395000

112000

-15000 -50000

-1271402

-1273750

13400

102852

83000

142590

9041

233257

107057

233257 107057

34666

5000 3150 3000

259749

5202

-19852

7500

-633

-897

14000 10000

7000

K. REVENUE RECOGNITION   Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.   The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

1254751

585000

25000

300000

650000

240000

200000

NOTE 5. CONVERTIBLE NOTES PAYABLE   On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(c)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(d)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">“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.</td></tr> </table>   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   “Transaction Event” shall mean either of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property</td></tr> </table>   The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible notes outstanding is $ 24,005. As of June 30, 2017 $100,000 of the principal amount of the Note remains outstanding.   The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is $0.   On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(c)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(d)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">“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.</td></tr> </table>   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   “Transaction Event” shall mean either of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property</td></tr> </table>   The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 5,849. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is $0.   On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.   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.   The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 7,808. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.  The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table>   On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.   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.   The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 9,726. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table>   On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.   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.   The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 11,232. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table>   On October 7, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.  The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 31,849. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table>   On October 7, 2016 (“Issue date”) the Company issued a second Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 33,493. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table>   On October 31, 2016 (“Issue date”) the Company issued a third Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.    The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 33,493. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table>   On October 31, 2016 (“Issue date”) the Company issued a fourth Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.    The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 33,493. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$126,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$106,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table> On December 22, 2016 (“Issue date”) the Company issued a fifth Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.   The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.01 per share.    The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   The issuance of the Note amounted in a beneficial conversion feature of $40,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 19,287. As of June 30, 2017 $40,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2017 is :   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$136,000 if the entire principal amount is converted into common stock</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">$116,000 if the entire principal amount is converted into Series A Preferred stock</td></tr> </table> On March 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $75,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 1, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $75,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $315,384 was recognized by the Company as of June 30, 2017.   The issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 66,788.   On March 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 9, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $25,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $105,128 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 22,445.   On March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is February 24, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $210,256 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $ 44,990.   On March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 31, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $210,256 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $45,894.   On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note   As of June 30, 2017 $25,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $105,128 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $23,357.   On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note   As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $210,256 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $46,715.   On May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000 for consideration consisting of $200,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:   (i)       One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii)       One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iii)       That date which is twenty four (24) months subsequent to the date of execution of this Note.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note   As of June 30, 2017 $200,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $841,026 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $200,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $189,781.   On May 10, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(i)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(ii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(iii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">That date which is twenty four (24) months subsequent to the date of execution of this Note.</td></tr> </table>     The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note   As of June 30, 2017 $100,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $420,513 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $93,424.   On May 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 19, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(i)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(ii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(iv)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to a “Transaction Event”)</td></tr> </table>   Transaction Event” shall mean either of:   (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property   (c) That date which is twenty four (24) months subsequent to the date of execution of this Note.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.0125 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note   As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $210,526 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $46,715.   On June 26, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $150,000 for consideration consisting of $150,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is June 16, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(i)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(ii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).</td></tr> </table>   (iv) One day subsequent to a “Transaction Event”)   Transaction Event” shall mean either of:   (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property   (v) That date which is twenty four (24) months subsequent to the date of execution of this Note.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.025 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note   As of June 30, 2017 $150,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 a derivative liability of $630,769 was recognized by the Company as of June 30, 2017. The issuance of the Note amounted in a discount of $150,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $149,447.   On June 28, 2016 the Company issued a Convertible Note (“Note”) in the face amount of $79,000 for consideration consisting of $75,000 cash. The Note bears a one time interest charge of 10% of the principal amount of $79,000 and is convertible into the Common Stock of the Company at a price per share equal to the lower of 60% of the lowest trade price in the 25 trading days prior to conversion or 0.0365 however conversions cannot be effected for a price less than $0.01 per common share except in the event of certain breaches of the Terms and Conditions of the Note by the Company. The Note matures 8 months from issuance. The issuance of the Note amounted in a discount of $79,000 which is amortized under the Interest Method over the life of the Note. As of June 30, 2017 the unamortized discount on the convertible note outstanding is $78,355. The Company recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note.

100000

50000

40000

75000

25000

50000

25000

50000

200000

100000

50000

150000

79000

0.08

0.10

.10

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(c)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(d)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">“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.</td></tr> </table>   The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.   “Transaction Event” shall mean either of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(a)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property</td></tr> </table>

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

All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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.

All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30, 2017 $50,000 of the principal amount of the Note remains outstanding.   The Company analyzed the conversion feature of the Note 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 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 and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

All or part of the principal 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 the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note

The Note is convertible into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of: (i)       One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction. (ii)       One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”). (iii)       That date which is twenty four (24) months subsequent to the date of execution of this Note.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(i)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(ii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(iii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">That date which is twenty four (24) months subsequent to the date of execution of this Note.</td></tr> </table>   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(i)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(ii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(iv)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to a “Transaction Event”)</td></tr> </table>   Transaction Event” shall mean either of:   (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property   (c) That date which is twenty four (24) months subsequent to the date of execution of this Note.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.0125 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(i)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.</td></tr> </table>    <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 20px; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: right">(ii)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).</td></tr> </table>   (iv) One day subsequent to a “Transaction Event”)   Transaction Event” shall mean either of:   (a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party   (b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property   (v) That date which is twenty four (24) months subsequent to the date of execution of this Note.   The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.   In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.025 per share.   The warrants shall be exercisable:   In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)   In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note

The Note bears a one time interest charge of 10% of the principal amount of $79,000 and is convertible into the Common Stock of the Company at a price per share equal to the lower of 60% of the lowest trade price in the 25 trading days prior to conversion or 0.0365 however conversions cannot be effected for a price less than $0.01 per common share except in the event of certain breaches of the Terms and Conditions of the Note by the Company. The Note matures 8 months from issuance.

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11. INVESTMENT SECURITIES On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee. On May 30, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 83,000 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of eighty three thousand US dollars ($83,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license fee The abovementioned constitute the Company’s sole investment securities as of June 30, 2017. As of June 30, 2017: <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">8,000,000</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"> </td> <td colspan="10" style="vertical-align: top">Common Shares of Entest Biomedical, Inc.</td></tr> <tr style="vertical-align: bottom"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Basis</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Fair Value</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Net Unrealized Gain or (Loss) realized during the quarter  ended June 30, 2017</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>$</td> <td style="text-align: right">192,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right"> </td> <td>$312,000</td> <td> </td> <td> </td> <td style="text-align: right">120,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(8,000</td> <td>)</td></tr> </table>     <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">83,000</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td colspan="10" style="vertical-align: top">Nonvoting Convertible Preferred Shares  of Entest Biomedical, Inc.</td></tr> <tr style="vertical-align: bottom"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Basis</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Fair Value</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Net Unrealized Gain or (Loss) realized during the quarter  ended June 30, 2017</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>$</td> <td style="text-align: right">83,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right"> </td> <td>$83,000</td> <td> </td> <td> </td> <td style="text-align: right">0</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">0</td> <td> </td></tr> </table>

As of June 30, 2017: <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">8,000,000</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: top"> </td> <td colspan="10" style="vertical-align: top">Common Shares of Entest Biomedical, Inc.</td></tr> <tr style="vertical-align: bottom"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Basis</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Fair Value</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Net Unrealized Gain or (Loss) realized during the quarter  ended June 30, 2017</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>$</td> <td style="text-align: right">192,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right"> </td> <td>$312,000</td> <td> </td> <td> </td> <td style="text-align: right">120,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(8,000</td> <td>)</td></tr> </table>     <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom; text-align: right">83,000</td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td style="vertical-align: bottom"> </td> <td colspan="10" style="vertical-align: top">Nonvoting Convertible Preferred Shares  of Entest Biomedical, Inc.</td></tr> <tr style="vertical-align: bottom"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Basis</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Fair Value</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">Net Unrealized Gain or (Loss) realized during the quarter  ended June 30, 2017</td> <td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>$</td> <td style="text-align: right">83,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right"> </td> <td>$83,000</td> <td> </td> <td> </td> <td style="text-align: right">0</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">0</td> <td> </td></tr> </table>

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B. PRINCIPLES OF CONSOLIDATION   The consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated

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Disclosure - Stockholders Equity (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - Investment Securities (Details) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - Investment Securities (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - Stock Transactions (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 15 rgbp-20170630_cal.xml XBRL CALCULATION FILE EX-101.DEF 16 rgbp-20170630_def.xml XBRL DEFINITION FILE EX-101.LAB 17 rgbp-20170630_lab.xml XBRL LABEL FILE Adjustments for Error Corrections [Axis] As Restated Class of Stock [Axis] Series A Preferred Stock Series AA Preferred Stock Debt Instrument [Axis] David Koos Series A Bostonia Partners Bostonia Partners 2 Entest Biomedical, Inc Convertible Note; March 8, 2016 Convertible Note; April 6, 2016 Convertible Note; August 26, 2016 Convertible Note; September 8, 2016 Convertible Note; September 20, 2016 Convertible Note; October 31, 2016 Convertible Note; October 7, 2016 Convertible Note #2; October 31, 2016 Class of Stock [Axis] Convertible Note; December 22, 2016 Bio Matrix Scientific Group, Inc Common Stock Series M Blackbriar Partners Blackbriar Partners #2 Convertible Note; March 1, 2017 Convertible Note; March 9, 2017 Convertible Note; March 13, 2017 Convertible Note: March 31, 2017 Blackbriar Partners #3 Blackbriar Partners #4 Blackbriar Partners #5 Blackbriar Partners #6 Zander Debt Nonvoting Convertible Preferred Stock Convertible Note #2; October 7, 2016 Convertible Note; April 19, 2017 Convertible Note #2; April 19, 2017 Convertible Note; May 5, 2017 Convertible Note; May 10, 2017 Convertible Note; May 19, 2017 Convertible Note; June 26, 2017 Convertible Note; June 28, 2017 Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Is Entity a Well-known Seasoned Issuer? Is Entity a Voluntary Filer? Is Entity's Reporting Status Current? Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement [Table] Statement [Line Items] ASSETS CURRENT ASSETS Cash Accounts Receivable Note Receivable Prepaid Expenses Accrued Interest Receivable Due from Former Employees Total Current Assets OTHER ASSETS Available for Sale Securities Total Other Assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Bank Overdraft Accounts payable Notes Payable Accrued payroll taxes Accrued Interest Accrued Rent Accrued Payroll Other Accrued Expenses Due to Shareholder Due to Investor Derivative Liability Convertible Notes Payable Total Current Liabilities Long Term Liabilities: Convertible Notes Payable Total Long Term Liabilities Total Liabilities STOCKHOLDERS EQUITY (DEFICIT) Common Stock ($.0001 par value) 500,000,000 shares authorized; 138,112,605 issued and outstanding as of June 30, 2017 and 139,712,605 shares issued and outstanding September 30, 2016 Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively Additional Paid in capital Contributed Capital Retained Earnings (Deficit) accumulated during the development stage Accumulated other comprehensive income Total Stockholders' Equity (Deficit) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) Common stock, par value (in dollars per share) Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding REVENUES COST AND EXPENSES Research and Development General and Administrative Consulting and Professional Fees Rent Total Costs and Expenses OPERATING LOSS OTHER INCOME & (EXPENSES) Interest Income Other Income Refunds of amounts previously paid Interest Expense Interest Expense attributable to Amortization of Discount Preferred shares issued pursuant to contractual obligations Loss on issuance of common shares for less than fair value Derivative Expense TOTAL OTHER INCOME (EXPENSE) NET INCOME (LOSS) BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Net Income (Loss) Add: Unrealized Gains on Securities Less: Unrealized Losses on Securities Total Other Comprehensive Income (Loss) Comprehensive Income CASH FLOWS FROM OPERATING ACTIVITIES Adjustments to reconcile net Income to net cash Preferred Stock issued to Consultants Common Stock issued to Consultants Preferred Stock issued for Compensation Preferred Stock issued for Expenses Increase (Decrease) in Interest expense attributable to amortization of Discount Increase in Additional Paid in Capital Changes in operating assets and liabilities: Increase (Decrease) in Accounts Payable (Increase) Decrease in Accounts Receivable (Increase) Decrease in Notes Receivable (Increase) Decrease in Interest Receivable Increase (Decrease) in Bank Overdraft Increase (Decrease) in Accrued Expenses (Increase) Decrease in Prepaid Expenses Increase (Decrease) in Loss on Issuance of stock below fair value Increase in Derivative Liability Increase in Stock Accepted as Consideration (Increase) Decrease in Due from Former Employee Net Cash Provided by (Used in) Operating Activities CASH FLOWS FROM FINANCING ACTIVITIES Common Stock issued for Cash Preferred Stock issued for Cash Increase in Contributed Capital Increase (Decrease) in Notes Payable Increase in Convertible Notes Payable (Increase) Decrease in Original Issue Discount Increase (Decrease) in Due to Investor Increase (Decrease) in Due to Shareholder Net Cash Provided by (Used in) Financing Activities Net Increase (Decrease) in Cash Cash at Beginning of Period Cash at End of Period Supplemental Disclosure of Noncash Investing and Financing Activities: Common Shares Issued for Debt Preferred Shares Issued for Debt Cash Paid for Interest Accounting Policies [Abstract] Organization and Summary of Significant Accounting Policies Accounting Changes and Error Corrections [Abstract] Recent Accounting Pronouncements Organization, Consolidation and Presentation of Financial Statements [Abstract] Going Concern Debt Disclosure [Abstract] Notes Payable Convertible Notes Payable Receivables [Abstract] Notes Receivable Income Tax Disclosure [Abstract] Income Taxes Related Party Transactions [Abstract] Related Party Transactions Commitments and Contingencies Disclosure [Abstract] EX-101.PRE 18 rgbp-20170630_pre.xml XBRL PRESENTATION FILE XML 19 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information	9 Months Ended
Document and Entity Information	Jun. 30, 2017 shares
Document And Entity Information
Entity Registrant Name	Regen BioPharma Inc
Entity Central Index Key	0001589150
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
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	136,966,697
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML 20 R2.htm IDEA: XBRL DOCUMENT

Balance Sheet (Unaudited) - USD ($)	Jun. 30, 2017	Sep. 30, 2016
CURRENT ASSETS
Cash	$ 401,627
Accounts Receivable	102,852
Note Receivable	4,551
Prepaid Expenses	43,321
Accrued Interest Receivable	3,211
Due from Former Employees	15,000
Total Current Assets	570,562
OTHER ASSETS
Available for Sale Securities	395,000
Total Other Assets	395,000
TOTAL ASSETS	965,562
Current Liabilities:
Bank Overdraft	0
Accounts payable	553,796
Notes Payable	121,655
Accrued payroll taxes	858
Accrued Interest	89,565
Accrued Rent	35,000
Accrued Payroll	505,496
Other Accrued Expenses	23,102
Due to Shareholder
Due to Investor	20,000
Derivative Liability	3,258,974
Convertible Notes Payable	142,590
Total Current Liabilities	4,751,036
Long Term Liabilities:
Convertible Notes Payable	233,257
Total Long Term Liabilities	233,257
Total Liabilities	4,984,293
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 138,112,605 issued and outstanding as of June 30, 2017 and 139,712,605 shares issued and outstanding September 30, 2016	13,810
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively
Additional Paid in capital	6,591,720
Contributed Capital	728,658
Retained Earnings (Deficit) accumulated during the development stage	(11,489,821)
Accumulated other comprehensive income	120,000
Total Stockholders' Equity (Deficit)	(4,018,731)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	965,562
Series A Preferred Stock
STOCKHOLDERS EQUITY (DEFICIT)
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively	13,697
Series AA Preferred Stock
STOCKHOLDERS EQUITY (DEFICIT)
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively	5
Series M
STOCKHOLDERS EQUITY (DEFICIT)
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively	$ 3,200
As Restated
CURRENT ASSETS
Cash		$ 24,822
Accounts Receivable		83,000
Note Receivable		12,051
Prepaid Expenses		69,905
Accrued Interest Receivable		2,578
Due from Former Employees		15,000
Total Current Assets		207,356
OTHER ASSETS
Available for Sale Securities		112,000
Total Other Assets		112,000
TOTAL ASSETS		319,356
Current Liabilities:
Bank Overdraft		0
Accounts payable		240,759
Notes Payable		143,447
Accrued payroll taxes		33,040
Accrued Interest		43,918
Accrued Rent		15,000
Accrued Payroll		263,996
Other Accrued Expenses
Due to Shareholder		50,000
Due to Investor
Derivative Liability
Convertible Notes Payable		9,041
Total Current Liabilities		799,201
Long Term Liabilities:
Convertible Notes Payable		107,057
Total Long Term Liabilities		107,057
Total Liabilities		906,258
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 138,112,605 issued and outstanding as of June 30, 2017 and 139,712,605 shares issued and outstanding September 30, 2016		13,970
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively
Additional Paid in capital		5,639,753
Contributed Capital		728,658
Retained Earnings (Deficit) accumulated during the development stage		(6,902,812)
Accumulated other comprehensive income		(80,000)
Total Stockholders' Equity (Deficit)		(586,902)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		319,356
As Restated \| Series A Preferred Stock
STOCKHOLDERS EQUITY (DEFICIT)
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively		13,527
As Restated \| Series AA Preferred Stock
STOCKHOLDERS EQUITY (DEFICIT)
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively		3
As Restated \| Series M
STOCKHOLDERS EQUITY (DEFICIT)
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and June 30, 2017 respectively

XML 21 R3.htm IDEA: XBRL DOCUMENT

Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2017	Sep. 30, 2016
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	500,000,000
Common stock, shares issued	138,112,605
Common stock, shares outstanding	138,112,605
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	800,000,000
Series A Preferred Stock
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	300,000,000
Preferred stock, shares issued	136,966,697
Preferred stock, shares outstanding	136,966,697
Series AA Preferred Stock
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	600,000
Preferred stock, shares issued	50,000
Preferred stock, shares outstanding	50,000
Series M
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	300,000,000
Preferred stock, shares issued	32,000,000
Preferred stock, shares outstanding	32,000,000
As Restated
Common stock, par value (in dollars per share)		$ 0.0001
Common stock, shares authorized		500,000,000
Common stock, shares issued		139,712,605
Common stock, shares outstanding		139,712,605
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		100,000,000
As Restated \| Series A Preferred Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		300,000,000
Preferred stock, shares issued		135,266,697
Preferred stock, shares outstanding		135,266,697
As Restated \| Series AA Preferred Stock
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		600,000
Preferred stock, shares issued		30,000
Preferred stock, shares outstanding		30,000
As Restated \| Series M
Preferred stock, par value		$ 0.0001
Preferred stock, shares authorized		300,000,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0

XML 22 R4.htm IDEA: XBRL DOCUMENT

Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statement of Operations (Unaudited) - USD ($)	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
REVENUES	$ 110,000		$ 110,000
COST AND EXPENSES
Research and Development	374,452		781,840
General and Administrative	193,374		633,964
Consulting and Professional Fees	80,226		474,985
Rent	15,000		45,000
Total Costs and Expenses	663,052		1,935,789
OPERATING LOSS	(553,052)		(1,825,789)
OTHER INCOME & (EXPENSES)
Interest Income	40		633
Other Income			34,666
Refunds of amounts previously paid
Interest Expense	(26,773)		(52,794)
Interest Expense attributable to Amortization of Discount	(118,976)		(259,749)
Preferred shares issued pursuant to contractual obligations
Loss on issuance of common shares for less than fair value
Derivative Expense	(1,923,414)		(2,483,975)
TOTAL OTHER INCOME (EXPENSE)	(2,069,123)		(2,761,220)
NET INCOME (LOSS)	$ (2,622,175)		$ (4,587,009)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$ (.019)		$ (.0323)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	138,112,605		142,215,914
As Restated
REVENUES		$ 0		$ 0
COST AND EXPENSES
Research and Development		276,605		554,524
General and Administrative		434,643		1,358,474
Consulting and Professional Fees		212,853		390,933
Rent		15,000		45,000
Total Costs and Expenses		939,101		2,348,931
OPERATING LOSS		(939,101)		(2,348,931)
OTHER INCOME & (EXPENSES)
Interest Income		300		897
Other Income
Refunds of amounts previously paid
Interest Expense		(8,804)		(18,894)
Interest Expense attributable to Amortization of Discount		(4,308)		(5,202)
Preferred shares issued pursuant to contractual obligations
Loss on issuance of common shares for less than fair value		(48,300)		(48,300)
Derivative Expense
TOTAL OTHER INCOME (EXPENSE)		(61,112)		(71,499)
NET INCOME (LOSS)		$ (1,000,213)		$ (2,420,430)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE		$ (.0078)		$ (.0195)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		128,764,917		124,408,218

XML 23 R5.htm IDEA: XBRL DOCUMENT

Statement of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statement of Comprehensive Income (Unaudited) - USD ($)	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net Income (Loss)	$ (2,622,175)		$ (4,587,009)
Add:
Unrealized Gains on Securities			208,000
Less:
Unrealized Losses on Securities	(8,000)		(8,000)
Total Other Comprehensive Income (Loss)	(8,000)		200,000
Comprehensive Income	$ (2,630,175)		$ (4,387,009)
As Restated
Net Income (Loss)		$ (1,000,213)		$ (2,420,430)
Add:
Unrealized Gains on Securities
Less:
Unrealized Losses on Securities		23,200		(78,400)
Total Other Comprehensive Income (Loss)		23,200		(78,400)
Comprehensive Income		$ (977,013)		$ (2,498,830)

XML 24 R6.htm IDEA: XBRL DOCUMENT

Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statement of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ (4,587,009)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants	50
Common Stock issued to Consultants	13,400
Preferred Stock issued for Compensation	3,150
Preferred Stock issued for Expenses	5,000
Increase (Decrease) in Interest expense attributable to amortization of Discount	259,749
Increase in Additional Paid in Capital	8,580
Increase (Decrease) in Accounts Payable	313,037
(Increase) Decrease in Accounts Receivable	(19,852)
(Increase) Decrease in Notes Receivable	7,500
(Increase) Decrease in Interest Receivable	(633)
Increase (Decrease) in Bank Overdraft
Increase (Decrease) in Accrued Expenses	298,067
(Increase) Decrease in Prepaid Expenses	26,584
Increase (Decrease) in Loss on Issuance of stock below fair value
Increase in Derivative Liability	2,483,975
Increase in Stock Accepted as Consideration	(83,000)
(Increase) Decrease in Due from Former Employee
Net Cash Provided by (Used in) Operating Activities	(1,271,402)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash	292,500
Preferred Stock issued for Cash	317,500
Increase in Contributed Capital
Increase (Decrease) in Notes Payable	(21,793)
Increase in Convertible Notes Payable	1,094,000
(Increase) Decrease in Original Issue Discount	(4,000)
Increase (Decrease) in Due to Investor	20,000
Increase (Decrease) in Due to Shareholder	(50,000)
Net Cash Provided by (Used in) Financing Activities	1,648,207
Net Increase (Decrease) in Cash	376,805
Cash at Beginning of Period	24,822
Cash at End of Period	401,627
Supplemental Disclosure of Noncash Investing and Financing Activities:
Common Shares Issued for Debt
Preferred Shares Issued for Debt
Cash Paid for Interest	$ 7,000
As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$ (2,420,430)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants		40
Common Stock issued to Consultants
Preferred Stock issued for Compensation		3,000
Preferred Stock issued for Expenses
Increase (Decrease) in Interest expense attributable to amortization of Discount		5,202
Increase in Additional Paid in Capital		743,201
Increase (Decrease) in Accounts Payable		190,585
(Increase) Decrease in Accounts Receivable
(Increase) Decrease in Notes Receivable
(Increase) Decrease in Interest Receivable		(897)
Increase (Decrease) in Bank Overdraft
Increase (Decrease) in Accrued Expenses		163,249
(Increase) Decrease in Prepaid Expenses		9,000
Increase (Decrease) in Loss on Issuance of stock below fair value
Increase in Derivative Liability
Increase in Stock Accepted as Consideration
(Increase) Decrease in Due from Former Employee		(15,000)
Net Cash Provided by (Used in) Operating Activities		(1,273,750)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		619,938
Preferred Stock issued for Cash		534,813
Increase in Contributed Capital
Increase (Decrease) in Notes Payable		70,696
Increase in Convertible Notes Payable		150,000
(Increase) Decrease in Original Issue Discount
Increase (Decrease) in Due to Investor
Increase (Decrease) in Due to Shareholder
Net Cash Provided by (Used in) Financing Activities		1,375,447
Net Increase (Decrease) in Cash		101,697
Cash at Beginning of Period		38,620
Cash at End of Period		140,317
Supplemental Disclosure of Noncash Investing and Financing Activities:
Common Shares Issued for Debt		14,000
Preferred Shares Issued for Debt		10,000
Cash Paid for Interest

XML 25 R7.htm IDEA: XBRL DOCUMENT

Organization and Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a controlled subsidiary of Bio-Matrix Scientific Group, Inc, (“BMSN”) a Delaware corporation.

A. BASIS OF ACCOUNTING

B. PRINCIPLES OF CONSOLIDATION

C. USE OF ESTIMATES

D. CASH EQUIVALENTS

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

E. PROPERTY AND EQUIPMENT

F. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

G. INCOME TAXES

The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

H. BASIC EARNINGS (LOSS) PER SHARE

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.

I. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended June 30, 2017 .

K. REVENUE RECOGNITION

XML 26 R8.htm IDEA: XBRL DOCUMENT

Recent Accounting Pronouncements

9 Months Ended

Jun. 30, 2017

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

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

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

XML 27 R9.htm IDEA: XBRL DOCUMENT

Going Concern

9 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 3. GOING CONCERN

XML 28 R10.htm IDEA: XBRL DOCUMENT

Notes Payable

9 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Notes Payable

NOTE 4. NOTES PAYABLE

	June 30, 2017
David Koos ( Note 8)		227
Bostonia Partners		68,588
Bio Matrix Scientific Group, Inc. (Note 8)		6000
Blackbriar Partners, Inc.(Note 8)	$	46,840
Notes payable	$	121,655