0001607062-18-000047.txt : 20180206 0001607062-18-000047.hdr.sgml : 20180206 20180205193918 ACCESSION NUMBER: 0001607062-18-000047 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180206 DATE AS OF CHANGE: 20180205 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: 18575833 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 rgbp123117form10q.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 December 31, 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 December 31, 2017 there were 146,180,799 shares of common stock issued and outstanding.

As of December 31, 2017 there were 136,966,697 shares of Series A Preferred Stock issued and outstanding.

As of December 31, 2017 there were 38,000,000 shares of Series M Preferred Stock issued and outstanding

As of December 31, 2017 there were 50,000 shares of Series AA 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 December 31, 2017 (Unaudited)			As of September 30, 2017
ASSETS
CURRENT ASSETS
Cash		261,708			269,973
Accounts Receivable		0			0
Note Receivable, Related Party		4,551			4,551
Note Receivable		278,250			165,000
Prepaid Expenses		83,820			34,427
Accrued Interest Receivable		10,099			4,436
Prepaid Rent		5,000			0
Total Current Assets		643,428			478,387
OTHER ASSETS
Available for Sale Securities		505,852			465,852
Total Other Assets		505,852			465,852
TOTAL ASSETS		1,149,280			944,239

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		561,903			495,749
Notes Payable		105,355			111,355
Accrued payroll taxes		857			857
Accrued Interest		163,736			122,807
Accrued Rent		0			5,000
Accrued Payroll		676,496			590,996
Other Accrued Expenses		41,243			33,034
Due to Shareholder
Due to Investor		20,000			20,000
Derivative Liability		6,490,969			4,234,475
Convertible Notes Payable		354,328			248,890
Unearned Income		58,000
Total Current Liabilities		8,472,887			5,863,164
Long Term Liabilities:
Convertible Notes Payable		476,625			332,409
Total Long Term Liabilities		476,625			332,409
Total Liabilities		8,949,512			6,195,573

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 139,704,157 issued and outstanding as of September 30, 2017 and 146,180,799 shares issued and outstanding December 31, 2017		14,617			13,969
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of December 31, 2017 and September 30, 2017 respectively
Series A Preferred 300,000,000 authorized, 136,966,697 outstanding as of September 30, 2017 and December 31, 2017 respectively		13,697			13,697
Series AA Preferred $0.0001 par value 600,000 authorized and 50, 000 and 50,000 outstanding as of September 30, 2017 and December 31, 2017, respectively		5			5
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 38,000,000 outstanding as of September 30, 2017 and December 31, 2017, respectively		3,800			3,200
Additional Paid in capital		6,837,981			6,642,979
Contributed Capital		728,658			728,658
Retained Earnings (Deficit)		(15,526,990	)		(12,741,843	)
Accumulated Other Comprehensive Income		128,000			88,000
Total Stockholders' Equity (Deficit)		(7,800,232	)		(5,251,335	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		1,149,280			944,239

The Accompanying Notes are an Integral Part of These Financial Statements

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

	Quarter Ended December 31, 2017		Quarter Ended December 31, 2016 (as restated)
REVENUES	0		0

COST AND EXPENSES
Research and Development	548,085		27,694
General and Administrative	177,936		242,758
Consulting and Professional Fees	138,564		233,128
Rent	15,000		15,000
Total Costs and Expenses	879,585		518,580

OPERATING LOSS	(879,585	)	(518,580	)

OTHER INCOME & (EXPENSES)
Interest Income	5,663		300
Other Income			31,846
Interest Expense	(65,330	)	(13,169	)
Interest Expense attributable to Amortization of Discount	(327,652	)	(61,102	)
Derivative Expense	(1,518,244	)
TOTAL OTHER INCOME (EXPENSE)	(1,905,564	)	(42,125	)

NET INCOME (LOSS)	(2,785,149	)	(560,705	)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	(0.0195	)	(0.0039	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	143,076,861		143,596,121

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)

	Quarter Ended December 31
	2017			2016 (as restated)
Net Income (Loss)	$	(2,785,149	)	$	(560,705	)
Add:
Unrealized Gains on Securities		40,000			200,000
Less:
Unrealized Losses on Securities
Total Other Comprehensive Income (Loss)		40,000			200,000
Comprehensive Income	$	(2,745,149	)	$	(360,705	)

The accompanying Notes are an integral part of these Financial Statements

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

	Quarter Ended December 31, 2017			Quarter Ended December 31, 2016 (as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		(2,785,149	)		(560,705	)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants		600
Common Stock issued to Consultants		60,357
Common Stock issued for interest		5,888
Increase (Decrease) in Interest expense attributable to amortization of Discount		327,652			61,102
Increase in Additional Paid in Capital					5,240
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		66,154			(91,832	)
(Increase) Decrease in Interest Receivable		(5,663	)		(300	)
Increase (Decrease) Unearned Income		58,000
Increase (Decrease) in accrued Expenses		131,651			73,306
(Increase) Decrease in Prepaid Expenses		(5,000	)		8,894
(Increase) Decrease in Due From Former Employee
Increase in Derivative Expense		1,518,244
Net Cash Provided by (Used in) Operating Activities		(627,265	)		(504,295	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		0			267,500
Preferred Stock issued for Cash		0			292,500
Increase in Contributed Capital					0
Increase (Decrease) in Notes Payable		(6,000	)		(74,809	)
Increase in Convertible Notes payable		625,000			240,000
Increase (Decrease) in Due to Shareholder					(25,000	)
Net Cash Provided by (Used in) Financing Activities		619,000			700,191

Net Increase (Decrease) in Cash		(8,265	)		195,896

Cash at Beginning of Period		269,973			24,822

Cash at End of Period		261,708			220,718

Supplemental Disclosure of Noncash investing and financing activities:
Common Shares Issued for Debt		78,000
Preferred Shares Issued for Debt
Cash Paid for Interest		16,500			1,000
Common shares Issued for Interest		2,012

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.

Notes to Consolidated Financial Statements

As of December 31, 2017

(Unaudited)

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, 2017. 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 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.

The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease.

The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to 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.

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. DERIVATIVE LIABILITIES.

The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations.

The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. 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.

The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of December 31, 2017 utilized the following inputs:

As of September 30, 2017
Risk Free Interest Rate			1.31 -1.62%
Expected Term			1-3 Yrs
Expected Volatility			158-187%
Expected Dividends			0

H. INCOME TAXES

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

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

I. 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.

J. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended December 31, 2017.

K. NOTES RECEIVABLE

Notes receivable are stated at cost, less impairment, if any.

L. 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.

M. INTEREST RECEIVABLE

Interest receivable is stated at cost, less impairment, if any.

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.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company anticipates adoption in the fiscal year ending September 30, 2019.

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 $15,526,990 during the period from April 24, 2012 (inception) through December 31, 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 quarter ended December 31, 2017 the Company raised $625,000 cash through the issuance of convertible debentures, exclusive of fees and/or discounts on notes.

NOTE 4. NOTES PAYABLE

	December 31, 2017
David Koos ( Note 8)		227
Bostonia Partners		58,288
Blackbriar Partners, Inc.(Note 8)	$	46,840
Notes payable	$	105,355

$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.

$53,000 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.

$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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 16,925. As of December 31, 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 December 31, 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.

“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 $9,900 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $ 4,203. As of December 31, 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 December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of December 31, 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 December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock.

(b)

$150,000 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 amount by which the Note’s as converted value exceeds the principal amount as of December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock

(b)

$150,000 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 amount by which the Note’s as converted value exceeds the principal amount as of December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock.

(b)

$150,000 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 19,520. As of December 31, 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 December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock.

(b)

$150,000 if the entire principal amount is converted into Series A Preferred stock.

On October 31, 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 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 21,164. As of December 31, 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 December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock.

(b)

$150,000 if the entire principal amount is converted into Series A Preferred stock.

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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 21,164. As of December 31, 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 December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock.

(b)

$150,000 if the entire principal amount is converted into Series A Preferred stock.

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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 21,164. As of December 31, 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 December 31, 2017 is :

(a)

$154,000 if the entire principal amount is converted into common stock.

(b)

$150,000 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of December 31, 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 December 31, 2017 is :

(a)

$164,000 if the entire principal amount is converted into common stock.

(b)

$160,000 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 December 31, 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 $270,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 54,470.

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 December 31, 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 $88,235 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount $25,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $ 18,339.

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 December 31, 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 $180,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 37,682.

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 December 31, 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 $184,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $38,412.

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 December 31, 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 $92,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $19,206.

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 December 31, 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 December 31, 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 $721,569 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $156,569.

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:

(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 December 31, 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 $360,784 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $76,803.

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.

(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 December 31, 2017 $50,000 of the principal amount of the Note remains outstanding.

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:

(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.

The warrants shall be exercisable:

As of December 31, 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 $541,176 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $124,309.

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. The Company recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note. On July 7, 2017 the Company issued 308,219 shares of common stock as an origination fee in connection with the issuance of this Note. The common stock, valued at $12,060, was recorded at a discount which is amortized over the life of the Note and was fully amortized as of the quarter ended December 31, 2017. During the quarter ended December 31, 2017 the Company issued 365,741 common shares as payment for interest on the Note and issued 3,611,111 common shares in conversion of $78,000 of principal indebtedness.

On As of December 31, 2017 the unamortized discount on the convertible note outstanding is $0. As of December 31, 2017 $1,000 of the Note remains outstanding.

On June 6, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $65,906 cash, which was received during the Company’s fourth fiscal quarter, and payment on behalf of the Company of 9,094 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is June 16, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		115% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		125% of the sum of principal plus accrued interest
>120 days <=180 days after note·issuance		135% of the sum· of principal plus accrued· interest

This Note may not be- prepaid after the 180^th day.

As of December 31, 2017 $75,000 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 $90,196 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $35,958.

On July 24, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $60,000 for consideration consisting of $60,000 cash. The Note bears simple interest at the rate of 10% per annum and is convertible into the Common Stock of the Company at a price per share equal to the lower of 75% of the lowest trade price of the date immediately prior to conversion or 0.025 per share. The Note matures July 24, 2020. 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.

As of December 31, 2017 $60,000 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 $216,471 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $60,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $51,295.

On August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000 for consideration consisting of $74,750 cash and payment on behalf of the Company of 10,250 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		115% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		125% of the sum of principal plus accrued interest
>120 days <=180 days afternote·issuance		135% of the sum· of principal plus accrued· interest

This Note may not be- prepaid after the 180^th day.

As of December 31, 2017 $85,000 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 $87,833 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $85,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $55,109.

On August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000 for consideration consisting of a note payable to the Company in the amount of $85,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

As of December 31, 2017 $85,000 of the principal amount of the Note remains outstanding.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		115% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		125% of the sum of principal plus accrued interest
>120 days <=180 days after note·issuance		135% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

As of December 31, 2017 $40,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $47,407 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $27,811.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of promissory Note payable to the Company in the amount of 40,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

As of December 31, 2017 $40,000 of the Note Remains outstanding.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		115% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		125% of the sum of principal plus accrued interest
>120 days <=180 days afternote·issuance		135% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

As of December 31, 2017 $40,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $39,385 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $27,811.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of a promissory note payable to the Company in the amount of $40,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. .. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

As of December 31, 2017 $40,000 of the Note Remains outstanding.

On August 29, 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 August 29, 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:

(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.

The warrants shall be exercisable:

As of December 31, 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 $90,196 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $22,194.

On September 22, 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 September 21, 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:

(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.

The warrants shall be exercisable:

As of December 31, 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 $184,314 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $45,479.

On September 22, 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 September 22, 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:

(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.

The warrants shall be exercisable:

As of December 31, 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 $368,627 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $90,967.

On September 25, 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 September 25, 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:

(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.

The warrants shall be exercisable:

As of December 31, 2017 $50,000 of the principal amount of the Note remains outstanding.

On October 3, 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 October 3, 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:

(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.

The warrants shall be exercisable:

As of December 31, 2017 $50,000 of the principal amount of the Note remains outstanding.

On October 4, 2017 (“Issue date”) the Company issued a 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 October 4, 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:

(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.

The warrants shall be exercisable:

As of December 31, 2017 $40,000 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 $147,451 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $36,788.

On October 16, 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 October 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:

(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.

The warrants shall be exercisable:

As of December 31, 2017 $100,000 of the principal amount of the Note remains outstanding.

On November 1, 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 November 1, 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:

(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.

(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 December 31, 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 $92,157 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $23,631.

(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.

The warrants shall be exercisable:

As of December 31, 2017 $25,000 of the principal amount of the Note remains outstanding.

On October 9, 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 October 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:

(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.

The warrants shall be exercisable:

As of December 31, 2017 $100,000 of the principal amount of the Note remains outstanding.

On December 15, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $35,000 for consideration consisting of $35,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is December 15, 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:

(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

The warrants shall be exercisable:

As of December 31, 2017 $35,000 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 $129,020 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $35,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $34,489.

On December 20, 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 December 20, 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:

(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.

The warrants shall be exercisable:

As of December 31, 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 $361,538 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $98,996.

On December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration consisting of $100,000 cash and payment on behalf of the Company of 13,250 of expenses incurred in connection with the issuance of the Note. The Note also carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		115% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		125% of the sum of principal plus accrued interest
>120 days <=180 days after note·issuance		135% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

As of December 31, 2017 $115,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $147,436 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $115,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $ 107,123.

On December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration consisting of a note payable to the Company in the amount of $113,250. The Note carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

As of December 31, 2017 $115,000 of the Note Remains outstanding.

On December 6, 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 December 6, 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:

(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.

The warrants shall be exercisable:

As of December 31, 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 $180,769 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $48,859.

NOTE 6. NOTES RECEIVABLE

	December 31, 2017
Entest Biomedical, Inc. (Note 8)	$	4,551
GS Capital	$	85,000
LG Capital	$	40,000
LG Capital	$	40,000
GS Capital	$	113,250
Notes Receivable	$	282,801

$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.

A Promissory Note in the face amount of $85,000 ( “GS Capital Note”) was issued to the Company on August 23, 2017 as consideration for a convertible promissory note in the amount of $85,000 issued to GS Capital Partners LLC by the Company. The GS Capital Note bears simple interest of 8% and is due and payable April 23, 2018. The GS Capital Note is collateralized by a convertible promissory note in the amount of $85,000 issued to GS Capital Partners LLC by the Company.

A Promissory Note in the face amount of $40,000 ( “LG Capital Note”) was issued to the Company on September 7, 2017 as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The LG Capital Note bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note is collateralized by a convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company.

A Promissory Note in the face amount of $40,000 ( “LG Capital Note 2”) was issued to the Company on September 7, 2017 as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The LG Capital Note 2 bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note 2 is collateralized by a convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company.

On December 20, 2017 the Company was issued a Promissory Note in the amount of $113,250. The Note constituted payment for the abovementioned Convertible Note (“Note”) in the face amount of $115,000 and is collateralized by said Note. The Note is due and payable of August 6, 2018 and carries simple interest at the rate of 8%.

NOTE 7. INCOME TAXES

As of December 31, 2017

Deferred tax assets:
Net operating tax carry forwards	$	5,279,177
181Other		-0-
Gross deferred tax assets		5,279,177
Valuation allowance		(5,279,177	)
Net deferred tax assets	$	-0-

As of December 31, 2017 the Company has a Deferred Tax Asset of $5,279,177 completely attributable to net operating loss carry forwards of approximately $15,526,990 (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 December 31, 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 December 31, 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 December 31, 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 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.

During the quarter ended September 30, 2017 Zander caused to be issued to the Company 102,852 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of $102,852 owed to the Company by Zander.

During the quarter ended December 31, 2017 Zander prepaid $58,000 of minimum royalties which will become due 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 December 31, 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 December 31, 2017:

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 146,180,799 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 December 31, 2017, 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares are outstanding as of December 31, 2017 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are outstanding as of December 31, 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.

On July 19, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 102852 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of $102,852 to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc .

The abovementioned constitute the Company’s sole investment securities as of December 31, 2017.

As of December 31, 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 December 31, 2017
$	192,000	$	320,000	128,000	$40,000

	185,852		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 DECEMBER 31, 2017
$	185,852	$	185,852	0	0

NOTE 12. STOCK TRANSACTIONS

Issuance of Common Shares

On October 9, 2017 the Company issued 2,500,000 of its Common Shares (“Shares”) as consideration for services rendered.

On December 6, 2017 the Company issued 3,976,852 of its Common Shares in conversion of $78,000 of convertible notes payable and payment of $7,900 of interest .

Issuance of Series M Preferred Shares

On October 11, 2017 the Company issued 2,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services.

On November 1, 2017 the Company issued 4,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services.

NOTE 13. PRIOR PERIOD ADJUSTMENTS

The Company has adjusted Research and Development Expenses and Interest Expense for the Period ended December 31, 2016 in the following manner:

(1)

Research and Development Expenses recognized for the period ended December 31, 2016 has been reduced by $15,000.

(2)

Interest Expense has been increased by $1,246.

The aforementioned adjustments have resulted in a reduction in Net Loss for the period ended December 31, 2016 as originally reported of $13,754

NOTE 14. SUBSEQUENT EVENTS

On January 24, 2018 (“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 December 6, 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:

(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

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

On January 26, 2018 the Company entered into an agreement to sell 2,500,000 Units for consideration of $50,000. Each Unit shall be comprised of One Common Share and One Series A Preferred Share of the Company. As of January 31, 2018 the shares comprising the Unit have not yet been issued.

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

CERTAIN FORWARD-LOOKING INFORMATION

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

Material Changes in Financial Condition

As of December 31, 2017 we had Notes Receivable of $278,250 and as of September 30, 2017 we had Notes Receivable of $165,000.

The increase in Notes Receivable of approximately 68.6% is primarily attributable to the fact that on December 20, 2017 the Company was issued a Promissory Note in the amount of $113,250. The Note constituted payment a Convertible Note in the face amount of $115,000 issued by the Company and is collateralized by said Note.

As of December 31, 2017 we had Prepaid Expenses of $83,820 and as of September 30, 2017 we had Prepaid Expenses of $34,427.

The increase in Prepaid Expenses of approximately 143.47% is attributable to:

(a)

The issuance of 2,500,000 Common Shares for services, a portion of those services to be performed in the future, resulting in the prepayment of $58,285 of services to be performed offset by

(b)

The recognition of $8,894 of Research and Development expenses which had been paid for in a prior period.

As of September 30, 2017 we had Accrued Interest Receivable of $4,436 and as of December 31, 2017 we had Accrued Interest Receivable of $10,099.

The increase in Accrued Interest Receivable of approximately 127.6% is attributable to interest accrued but unpaid during the quarter ended December 31, 2017 resulting from amounts due to the Company by Entest Bio-Medical, Inc. as well as interest accrued but unpaid due to the Company from GS Capital Partners LLC and LG Capital Funding LLC. David R. Koos serves as Chairman of the Board and Chief Executive Officer of both the Company and Entest Bio-Medical, Inc.

As of December 31, 2017 we had Prepaid Rent of $5,000 and as of September 30, 2017 we had Prepaid Rent of $0.

The increase in Prepaid Rent is attributable to the payment of the Company during the quarter ended December 31, 2017 of rental expenses not due until the subsequent quarter.

As of September 30, 2017 we had available for sale securities of $465,852 and as of December 31, 2017 we had available for sale securities of $505,852.

The increase in available for sale securities of approximately 8.5% is attributable to unrealized gains recognized on 8,000,000 common shares of Entest Biomedical, Inc. owned by the Company.

As of September 30, 2017 we had Accounts Payable of $495,749 and as of December 31, 2017 we had Accounts Payable of $561,903.

The increase in Accounts Payable of approximately 13.34% 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, 2017 we had Notes Payable of $111,355 and as of December 31, 2017 we had Notes Payable of $105,355.

The decrease of approximately 5.38% is attributable to repayment of $6,000 of principal indebtedness owed by the Company to Bio Matrix Scientific Group, Inc. David R. Koos serves as Chairman of the Board and Chief Executive Officer of both the Company and Bio Matrix Scientific Group, Inc.

As of September 30, 2017 we had Accrued Interest Payable of $122,807 and as of December 31, 2017 we had Accrued Interest Payable of $163,736.

The increase in Accrued Interest Payable of approximately 33.3% is primarily attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the quarter ended December 31, 2017 but not yet paid offset by the conversion of $2,012 of interest due on convertible debt into common shares of Regen.

As of September 30, 2017 we had accrued rent of $5,000 and as of December 31, 2017 we had Accrued Rent of $0.

The decrease in accrued rent is attributable to a decrease in Rental Expenses accrued but unpaid due to Entest Biomedical, Inc.

As of December 31, 2017, we had Accrued Payroll of $676,496 and as of September 30, 2017 we had Accrued Payroll of $590,996.

The increase in Accrued Payroll of 14.46% 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, 2017.

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

As of September 30, 2017 we had Other Accrued Expenses of $33,034 and as of December 31, 2017 we had Other Accrued Expenses of $41,243.

The increase in Other Accrued Expenses of approximately 24.8% is attributable to additional 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 December 31, 2017 we had Convertible Notes Payable of $2,761,000 and as of September 30, 2017 we had Convertible Notes Payable of $2,084,000.

The increase of approximately 32% in attributable to:

(a)

The issuance during the quarter ended December 31, 2017 of Convertible Debt with a face value of $755,000 offset by.

(b)

The conversion during the quarter ended December 31, 2017 of $78,000 of convertible debt into common shares.

As of December 31, 2017 we had Unearned Income of $58,000 and as of September 30, 2017 we had Unearned Income of $0.

The increase in Unearned Income is attributable to prepayment by Zander Therapeutics, Inc. of Minimum Annual Royalties which will become 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. David Koos serves as Chairman and Chief Executive Officer of the Company and Zander. 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, 2017 we had a Derivative Liability of $4,234,475 and as of December 31, 2017 we had a Derivative Liability of $ 6,490,969.

The increase in Derivative Liability of 53.27% is primarily attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $2,200,000 .

Material Changes in Results of Operations

Net losses were$2,785,149 for the fiscal quarter ended December 31, 2017 and $560,705 for the same quarter ended 2016.

The increase in Net Losses of approximately 396.7% is primarily attributable to $1,518,244 of Derivative Expense recognized during the quarter ended December 31, 2017.

As of December 31, 2017 we had $261,708 in cash on hand and current liabilities of $8,472,887 such liabilities consisting of Accounts Payable, Notes Payable, Unearned Income, 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.

During the quarter ended December 31 2017 the Company raised $625,000 through the issuance of convertible notes.

As of December 31, 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 October 1, 2017 and ending on December 31, 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

Common Shares

On October 9, 2017 the Company issued 2,500,000 of its Common Shares (“Shares”) to an outside 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.

On December 6, 2017 the Company issued 3,976,852 of its Common Shares (“Shares”) in conversion of $78,000 of convertible notes payable and payment of $7,900 of Interest Due.

Series M Preferred Shares

On October 11, 2017 the Company issued 2,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services.

On November 1, 2017 the Company issued 4,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services.

Convertible Notes.

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) 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.

(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.

On December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration consisting of a note payable to the Company in the amount of $113,250. The Note carries an Original Issue Discount of $1,750. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

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 Unit Agreement $50,000
10.3	Form of Convertible Note $50,000
10.4	Form of Q1 2018 Convertible Note $50,000 ( filed as 1012D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.5	Form of Q1 2018 Convertible Note $40,000 (( filed as 1013D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.6	Form of Q1 2018 Convertible Note $100,000( filed as 1014D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.7	Form of Q1 2018 Convertible Note $25,000( filed as 1015D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.8	Form of Q1 2018 Convertible Note $25,000( filed as 1016D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.9	Form of Q1 2018 Convertible Note $100,000( filed as 1017D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.10	Form of Q1 2018 Convertible Note $35,000( filed as 1018D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.11	Form of Q1 2018 Convertible Note $100,000( filed as 1019D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.12	Form of Q1 2018 Convertible Note $115,000( filed as 1020D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.13	Form of Q1 2018 Convertible Note $115,000( filed as 1021D of Company’s Form 10-K for the Year Ended 9/30/2017)
10.14	Form of Note Receivable 113,250( filed as 10.1E of Company’s Form 10-K for the Year Ended 9/30/2017)
10.15	Form of Note Receivable $85,000( filed as 10.2E of Company’s Form 10-K for the Year Ended 9/30/2017)
10.16	Form of Note Receivable $40,000( filed as 10.3E of Company’s Form 10-K for the Year Ended 9/30/2017)
10.17	Form of Note Receivable $40,000( filed as 10.4E of Company’s Form 10-K for the Year Ended 9/30/2017)
10.18	Millon Agreement( filed as 10.5F of Company’s Form 10-K for the Year Ended 9/30/2017)
10.19	Hopkins Agreement( filed as 106F of Company’s Form 10-K for the Year Ended 9/30/2017)
10.10	Formisano Agreement( filed as 10.7F of Company’s Form 10-K for the Year Ended 9/30/2017)
10.21	Form of Convertible Note $50,000( filed as 10.1G of Company’s Form 10-K for the Year Ended 9/30/2017)

Exhibits 10.4 to 10.21 Incorporated by Reference

SIGNATURE

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 January 31, 2018.

			Regen Biopharma, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Principal Executive Officer
	Date:		January 31, 2018

			Regen Biopharma, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Chairman, Director
	Date:		January 31, 2018

			Regen Biopharma, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Caven
	Title:		Principal Financial Officer
	Date:		January 31, 2018

			Regen Biopharma, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Koos
	Title:		Principal Accounting Officer
	Date:		January 31, 2018

EX-10.1 2 ex10_1.htm EXHIBIT 10.1

Exhibit 10.1

CONVERTIBLE PROMISSORY NOTE

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

REGEN BIOPHARMA, INC.

Issue Date: January 24 2018

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 December 6, 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 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.

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.

2.3 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 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"):

(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 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.

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, CEO

1/24/ 2018

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 December 20, 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:

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 $0.025 per Warrant Share ("Exercise Price").

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.

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

Exhibit 10.2

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

WHEREAS:

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

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

THEREFORE, IT IS AGREED AS FOLLOWS

Units

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

Purchase Price

The purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 2 cents per unit.(Each Unit consists of one (1) share of common stock of the Company and one (1) shares of the Series A Preferred Stock of the Company)

Form of Payment

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

WIRE INSTRUCTIONS:

Issuance of Units

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

Purchaser’s Representations and Warranties

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

Company’s representations and warranties

(a)

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

(b)

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

Restricted Securities Acknowledgement

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

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

Entire Agreement

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

Governing Law, Venue, Waiver Of Jury Trial

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

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 26nd day of January 2018.

By:

Company



David Koos, CEO
Regen Biopharma, Inc.




Purchaser
By:
Its:
Date:1/26/2018

Number of Units Purchased:	2,500,000
Total Purchase Price:	$50,000

EX-10.3 4 ex10_3.htm EXHIBIT 10.3

Exhibit 10.3

CONVERTIBLE PROMISSORY NOTE

REGEN BIOPHARMA, INC.

Issue Date: December 6, 2017

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 December 6, 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.

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,

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

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.

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, CEO

12/29/ 2017

EXHIBIT A

NOTICE OF CONVERSION

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.

5. 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.

9. FORM OF WARRANT NOTICE

NOTICE OF EXERCISE

TO: REGEN BIOPHARMA, INC.

[SIGNATURE]

Name:
Date:

EX-31.1 5 ex31_1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Koos, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: January 31, 2018	By:	/s/ David R. Koos
		David R. Koos Chief Executive Officer

EX-31.2 6 ex31_2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd S. Caven, certify that:

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

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

Date: January 31 2018	By:	/s/ Todd S. Caven
		Todd S. Caven

EX-32.1 7 ex32_1.htm EXHIBIT 32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly report of Regen BioPharma, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 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: January 31, 2018	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 8 ex32_2.htm EXHIBIT 32.2

EXHIBIT 32.2

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

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: January 31, 2018	By:	/s/ Todd S. Caven
		Todd S. Caven Chief Financial Officer

EX-101.INS 9 rgbp-20171231.xml XBRL INSTANCE FILE 0001589150 2015-09-28 0001589150 2017-10-01 2017-12-31 0001589150 RGBP:RestatedMember 2016-10-01 2016-12-31 0001589150 us-gaap:SeriesAPreferredStockMember 2017-09-30 0001589150 RGBP:SeriesAAPreferredStockMember 2017-12-31 0001589150 RGBP:SeriesAAPreferredStockMember 2017-09-30 0001589150 RGBP:DavidKoosMember 2017-10-01 2017-12-31 0001589150 RGBP:DavidKoosMember 2017-12-31 0001589150 us-gaap:SeriesAMember 2017-10-01 2017-12-31 0001589150 RGBP:BostoniaPartnersMember 2017-12-31 0001589150 RGBP:BostoniaPartnersMember 2017-10-01 2017-12-31 0001589150 RGBP:BostoniaPartners2Member 2017-10-01 2017-12-31 0001589150 RGBP:BostoniaPartners2Member 2017-12-31 0001589150 RGBP:SeriesAAPreferredStockMember 2017-10-01 2017-12-31 0001589150 RGBP:March82016Member 2017-12-31 0001589150 RGBP:April62016Member 2017-12-31 0001589150 RGBP:August262016Member 2017-12-31 0001589150 RGBP:September82016Member 2017-12-31 0001589150 RGBP:September202016Member 2017-12-31 0001589150 RGBP:April62016Member 2017-10-01 2017-12-31 0001589150 RGBP:March82016Member 2017-10-01 2017-12-31 0001589150 RGBP:August262016Member 2017-10-01 2017-12-31 0001589150 RGBP:September82016Member 2017-10-01 2017-12-31 0001589150 RGBP:September202016Member 2017-10-01 2017-12-31 0001589150 RGBP:October312016Member 2017-10-01 2017-12-31 0001589150 RGBP:October72016Member 2017-12-31 0001589150 RGBP:October72016Member 2017-10-01 2017-12-31 0001589150 RGBP:October312016Member 2017-12-31 0001589150 RGBP:October3120162Member 2017-10-01 2017-12-31 0001589150 RGBP:October3120162Member 2017-12-31 0001589150 RGBP:December222016Member 2017-12-31 0001589150 RGBP:December222016Member 2017-10-01 2017-12-31 0001589150 2016-07-01 2016-09-30 0001589150 us-gaap:CommonStockMember 2015-09-28 0001589150 us-gaap:SeriesAPreferredStockMember 2017-12-31 0001589150 RGBP:SeriesMMember 2017-12-31 0001589150 RGBP:SeriesMMember 2017-09-30 0001589150 RGBP:BlackbriarPartnersMember 2017-12-31 0001589150 RGBP:BlackbriarPartnersMember 2017-10-01 2017-12-31 0001589150 RGBP:BlackbriarPartners2Member 2017-12-31 0001589150 RGBP:BlackbriarPartners2Member 2017-10-01 2017-12-31 0001589150 RGBP:March12017Member 2017-12-31 0001589150 RGBP:March12017Member 2017-10-01 2017-12-31 0001589150 RGBP:March92017Member 2017-12-31 0001589150 RGBP:March92017Member 2017-10-01 2017-12-31 0001589150 RGBP:March132017Member 2017-12-31 0001589150 RGBP:March132017Member 2017-10-01 2017-12-31 0001589150 RGBP:March312017Member 2017-12-31 0001589150 RGBP:March312017Member 2017-10-01 2017-12-31 0001589150 RGBP:BlackbriarPartners3Member 2017-12-31 0001589150 RGBP:BlackbriarPartners3Member 2017-10-01 2017-12-31 0001589150 RGBP:SeriesMMember 2017-10-01 2017-12-31 0001589150 RGBP:RestatedMember 2016-09-30 0001589150 2012-04-24 2017-12-31 0001589150 RGBP:BlackbriarPartners4Member 2017-12-31 0001589150 RGBP:BlackbriarPartners5Member 2017-12-31 0001589150 RGBP:BlackbriarPartners6Member 2017-12-31 0001589150 RGBP:BlackbriarPartners4Member 2017-10-01 2017-12-31 0001589150 RGBP:BlackbriarPartners5Member 2017-10-01 2017-12-31 0001589150 RGBP:BlackbriarPartners6Member 2017-10-01 2017-12-31 0001589150 2017-06-23 0001589150 RGBP:NonvotingConvertiblePreferredSharesMember 2017-05-30 0001589150 us-gaap:CommonStockMember 2017-12-31 0001589150 us-gaap:CommonStockMember 2017-10-01 2017-12-31 0001589150 RGBP:NonvotingConvertiblePreferredSharesMember 2017-12-31 0001589150 RGBP:NonvotingConvertiblePreferredSharesMember 2017-10-01 2017-12-31 0001589150 RGBP:April192017Member 2017-10-01 2017-12-31 0001589150 RGBP:April1920172Member 2017-10-01 2017-12-31 0001589150 RGBP:May52017Member 2017-10-01 2017-12-31 0001589150 RGBP:May102017Member 2017-10-01 2017-12-31 0001589150 RGBP:May192017Member 2017-10-01 2017-12-31 0001589150 RGBP:June262017Member 2017-10-01 2017-12-31 0001589150 RGBP:June282016Member 2017-10-01 2017-12-31 0001589150 RGBP:April192017Member 2017-12-31 0001589150 RGBP:April1920172Member 2017-12-31 0001589150 RGBP:May52017Member 2017-12-31 0001589150 RGBP:May102017Member 2017-12-31 0001589150 RGBP:May192017Member 2017-12-31 0001589150 RGBP:June262017Member 2017-12-31 0001589150 RGBP:June282016Member 2017-12-31 0001589150 2017-12-31 0001589150 2017-04-01 2017-06-30 0001589150 RGBP:GSCapitalMember 2017-12-31 0001589150 RGBP:LGCapitalMember 2017-12-31 0001589150 RGBP:LG2CapitalMember 2017-12-31 0001589150 RGBP:EntestBiomedicalIncMember 2017-12-31 0001589150 RGBP:EntestBiomedicalIncMember 2017-10-01 2017-12-31 0001589150 RGBP:NonvotingConvertiblePreferredSharesMember 2017-07-19 0001589150 RGBP:Oct0917Member 2017-12-31 0001589150 2016-10-01 2017-12-06 0001589150 2017-12-06 0001589150 RGBP:SeriesMMember 2017-10-11 0001589150 RGBP:SeriesMMember 2017-11-01 0001589150 RGBP:Oct0317Member 2017-12-31 0001589150 RGBP:Oct0317Member 2017-10-01 2017-12-31 0001589150 RGBP:Oct0417Member 2017-12-31 0001589150 RGBP:Oct0417Member 2017-10-01 2017-12-31 0001589150 RGBP:Oct1617Member 2017-12-31 0001589150 RGBP:Oct1617Member 2017-10-01 2017-12-31 0001589150 RGBP:Nov0117Member 2017-12-31 0001589150 RGBP:Nov0117Member 2017-10-01 2017-12-31 0001589150 RGBP:Oct0917Member 2017-10-01 2017-12-31 0001589150 RGBP:Dec1517Member 2017-12-31 0001589150 RGBP:Dec1517Member 2017-10-01 2017-12-31 0001589150 RGBP:Dec2017Member 2017-12-31 0001589150 RGBP:Dec2017Member 2017-10-01 2017-12-31 0001589150 2017-06-30 0001589150 RGBP:October3120163Member 2017-12-31 0001589150 RGBP:October3120163Member 2017-10-01 2017-12-31 0001589150 RGBP:June62017Member 2017-10-01 2017-12-31 0001589150 RGBP:June62017Member 2017-12-31 0001589150 RGBP:July242017Member 2017-12-31 0001589150 RGBP:July242017Member 2017-10-01 2017-12-31 0001589150 RGBP:Aug232017Member 2017-12-31 0001589150 RGBP:Aug232017Member 2017-10-01 2017-12-31 0001589150 RGBP:Aug2320172Member 2017-12-31 0001589150 RGBP:Aug2320172Member 2017-10-01 2017-12-31 0001589150 RGBP:Sept72017Member 2017-12-31 0001589150 RGBP:Sept72017Member 2017-10-01 2017-12-31 0001589150 RGBP:Aug292017Member 2017-12-31 0001589150 RGBP:Aug292017Member 2017-10-01 2017-12-31 0001589150 RGBP:Sept222017Member 2017-12-31 0001589150 RGBP:Sept222017Member 2017-10-01 2017-12-31 0001589150 RGBP:Sept2220172Member 2017-12-31 0001589150 RGBP:Sept2220172Member 2017-10-01 2017-12-31 0001589150 RGBP:Sept252017Member 2017-12-31 0001589150 RGBP:Sept252017Member 2017-10-01 2017-12-31 0001589150 2017-09-30 0001589150 RGBP:RestatedMember 2016-12-31 0001589150 RGBP:GSCapital2Member 2017-12-31 0001589150 RGBP:GSCapitalMember 2017-10-01 2017-12-31 0001589150 RGBP:LGCapitalMember 2017-10-01 2017-12-31 0001589150 RGBP:LG2CapitalMember 2017-10-01 2017-12-31 0001589150 RGBP:GSCapital2Member 2017-10-01 2017-12-31 0001589150 2015-06-23 2015-09-28 0001589150 RGBP:Dec20172Member 2017-12-31 0001589150 RGBP:Dec20172Member 2017-10-01 2017-12-31 0001589150 RGBP:Dec20173Member 2017-12-31 0001589150 RGBP:Dec20173Member 2017-10-01 2017-12-31 0001589150 RGBP:Dec0617Member 2017-12-31 0001589150 RGBP:Dec0617Member 2017-10-01 2017-12-31 0001589150 RGBP:Jan2418Member 2017-12-31 0001589150 RGBP:Jan2418Member 2017-10-01 2017-12-31 0001589150 RGBP:Jan2418Member 2018-01-01 2018-01-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure 146180799

261708

269973

278250

165000

10099

4436

643428

478387

1149280

944239

561903

495749

105355

111355

857

163736

122807

0 5000

676496

590996

8472887

5863164

8949512

6195573

14617

13969

6837981

6642979

728658

-15526990

-12741843

1149280

944239

0.0001

500000000

146180799

2500000

139704157

146180799

139704157

548085

27694

177936

242758

138564

233128

15000

879585

518580

-879585

-518580

5663

300

65330

13169

-1905564

-42125

-2785149

-560705

-0.0195

-.0039

143076861

143596121

600

-6000

-74809

5240

619000

700191

-8265

195896

24822

261708

269973

220718

NOTE 10. STOCKHOLDERS’ EQUITY The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2017: Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 146,180,799 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 December 31, 2017, 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares are outstanding as of December 31, 2017 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are outstanding as of December 31, 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.

227

58288

46840

105355

5279177

15526990

728658

50010000 20090 5000

0.0001

300000000

600000

300000000

800000000

100000000

136966697

50000

136966697

38000000

32000000

2000000

4000000

136966697

50000

136966697

38000000

32000000

1.00

625000 240000

0.10

0.08

.01

Regen BioPharma Inc 0001589150 10-Q 2017-12-31 false --09-30 No No Yes Smaller Reporting Company Q1 2018

128000

88000

40000

200000

40000

200000

-2745149

-360705

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 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. The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease. The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to 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. 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. DERIVATIVE LIABILITIES. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations. The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. 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 The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of December 31, 2017 utilized the following inputs: <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>As of September 30, 2017</td> <td> </td> <td colspan="3" style="text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>Risk Free Interest Rate</td> <td> </td> <td> </td> <td style="text-align: right">1.31 -1.62%</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Expected Term</td> <td> </td> <td> </td> <td style="text-align: right">1-3 Yrs</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>Expected Volatility</td> <td> </td> <td> </td> <td style="text-align: right">158-187%</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 71%">Expected Dividends</td> <td style="width: 10%"> </td> <td style="width: 1%"> </td> <td style="width: 17%; text-align: right">0</td> <td style="width: 1%"> </td></tr> </table>   H. INCOME TAXES The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 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. I.  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. J. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended December 31, 2017 . K. NOTES RECEIVABLE Notes receivable are stated at cost, less impairment, if any. L. 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. M. INTEREST RECEIVABLE Interest receivable is stated at cost, less impairment, if any.

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.

H. INCOME TAXES The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 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.

I.  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.

J. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended December 31, 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. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company anticipates adoption in the fiscal year ending September 30, 2019.  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 $15,526,990 during the period from April 24, 2012 (inception) through December 31, 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 quarter ended December 31, 2017 the Company raised $625,000 cash through the issuance of convertible debentures, exclusive of fees and/or discounts on notes.

NOTE 4. NOTES PAYABLE <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td></tr> <tr style="vertical-align: bottom; background-color: Silver; font: 10pt Times New Roman, Times, Serif"> <td style="width: 70%; font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -0.25in; padding-left: 20pt">David Koos ( Note 8)</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 18%; font: 10pt Times New Roman, Times, Serif; text-align: right">227</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt; text-indent: -0.25in; padding-left: 20pt">Bostonia Partners</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">58,288</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: Silver; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt; text-indent: -0.25in; padding-left: 20pt">Blackbriar Partners, Inc.(Note 8)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">46,840</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt; text-indent: -0.25in; padding-left: 20pt">Notes payable</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">105,355</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </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. $53,000 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. $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 cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="text-align: justify; font: 10pt Times New Roman, Times, Serif"> </td><td style="font: bold 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="3" style="font: bold 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1pt solid">December 31, 2017</td></tr> <tr style="vertical-align: bottom; background-color: Silver; font: 10pt Times New Roman, Times, Serif"> <td style="width: 70%; font: 10pt Times New Roman, Times, Serif; text-align: justify; text-indent: -0.25in; padding-left: 20pt">David Koos ( Note 8)</td><td style="width: 10%; font: 10pt Times New Roman, Times, Serif"> </td> <td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="width: 18%; font: 10pt Times New Roman, Times, Serif; text-align: right">227</td><td style="width: 1%; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; padding-bottom: 1pt; text-indent: -0.25in; padding-left: 20pt">Bostonia Partners</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: right">58,288</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: Silver; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt; text-indent: -0.25in; padding-left: 20pt">Blackbriar Partners, Inc.(Note 8)</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">46,840</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: left; padding-bottom: 1pt; text-indent: -0.25in; padding-left: 20pt">Notes payable</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: right">105,355</td><td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: left"> </td></tr> </table>

227

5288

53000

274

11000

20000

15000

500

2017-03-08

2017-05-10

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

2020-10-03

2020-10-04

2020-10-09

2020-11-01

2020-10-09

2020-12-15

2020-12-20

2020-07-24

2018-08-23

2018-09-07

2020-08-29

2020-09-21

2020-09-22

2020-09-25

2018-04-23

2018-05-07

2018-08-06

2018-12-06

2020-11-06

2020-12-06

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"> December 31, 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%">$</td> <td style="width: 17%; text-align: right">4,551</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">GS Capital</td> <td> </td> <td>$</td> <td style="text-align: right">85,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">LG Capital</td> <td> </td> <td>$</td> <td style="text-align: right">40,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">LG Capital</td> <td> </td> <td>$</td> <td style="text-align: right">40,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">GS Capital</td> <td> </td> <td>$</td> <td style="text-align: right">113,250</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 20pt; text-indent: -0.25in">Notes Receivable</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">282,801</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. A Promissory Note in the face amount of $85,000 ( “GS Capital Note”) was issued to the Company on August 23, 2017 as consideration for a convertible promissory note in the amount of $85,000 issued to GS Capital Partners LLC by the Company. The GS Capital Note bears simple interest of 8% and is due and payable April 23, 2018. The GS Capital Note is collateralized by a convertible promissory note in the amount of $85,000 issued to GS Capital Partners LLC by the Company. A Promissory Note in the face amount of $40,000 ( “LG Capital Note”) was issued to the Company on September 7, 2017 as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The LG Capital Note bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note is collateralized by a convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company. A Promissory Note in the face amount of $40,000 ( “LG Capital Note 2”) was issued to the Company on September 7, 2017 as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The LG Capital Note 2 bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note 2 is collateralized by a convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company. On December 20, 2017 the Company was issued a Promissory Note in the amount of $113,250. The Note constituted payment for the abovementioned Convertible Note (“Note”) in the face amount of $115,000 and is collateralized by said Note. The Note is due and payable of August 6, 2018 and carries simple interest at the rate of 8%.

<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"> December 31, 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%">$</td> <td style="width: 17%; text-align: right">4,551</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">GS Capital</td> <td> </td> <td>$</td> <td style="text-align: right">85,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">LG Capital</td> <td> </td> <td>$</td> <td style="text-align: right">40,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">LG Capital</td> <td> </td> <td>$</td> <td style="text-align: right">40,000</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-left: 20pt; text-align: justify; text-indent: -0.25in">GS Capital</td> <td> </td> <td>$</td> <td style="text-align: right">113,250</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 20pt; text-indent: -0.25in">Notes Receivable</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">282,801</td> <td style="padding-bottom: 1pt"> </td></tr> </table>

4551

NOTE 7. INCOME TAXES As of December 31, 2017 <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Deferred tax assets:</td> <td> </td> <td> </td> <td style="text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 74%; text-align: justify">Net operating tax carry forwards</td> <td style="width: 10%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">5,279,177 </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">181Other</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Gross deferred tax assets</td> <td> </td> <td> </td> <td style="text-align: right">5,279,177</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="text-align: justify">Valuation allowance</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(5,279,177</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Net deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">-0-</td></tr> </table>   As of December 31, 2017 the Company has a Deferred Tax Asset of $5,279,177 completely attributable to net operating loss carry forwards of approximately $15,526,990 (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 cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <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: 70%; text-align: justify">Net operating tax carry forwards</td><td style="width: 10%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 18%; text-align: right">5,279,177</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt">181Other</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-0-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: Silver"> <td style="text-align: justify">Gross deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,279,177</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt">Valuation allowance</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(5,279,177</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: Silver"> <td style="text-align: justify; padding-bottom: 1pt">Net deferred tax assets</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td style="border-bottom: Black 1pt solid; text-align: right">-0-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> </table>

0.34

NOTE 8. RELATED PARTY TRANSACTIONS As of December 31, 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 December 31, 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 December 31, 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 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. During the quarter ended September 30, 2017 Zander caused to be issued to the Company 102,852 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of $102,852 owed to the Company by Zander. During the quarter ended December 31, 2017 Zander prepaid $58,000 of minimum royalties which will become due 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 December 31, 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).

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 Issuance of Common Shares On October 9, 2017 the Company issued 2,500,000 of its Common Shares (“Shares”) as consideration for services rendered. On December 6, 2017 the Company issued 3,976,852 of its Common Shares in conversion of $78,000 of convertible notes payable and payment of $7,900 of interest . Issuance of Series M Preferred Shares On October 11, 2017 the Company issued 2,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services. On November 1, 2017 the Company issued 4,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services.

320000

185852

505852

465852

505852

465852

-25000 60357

354328

248890

476625

332409

476625 332409

31846

327652

61102

78000

16500

1000

L. 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.

625000

25000

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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 16,925. As of December 31, 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 December 31, 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: (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: <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="background-color: white; 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 4,203. As of December 31, 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 December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of December 31, 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 December 31, 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">$154,000 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">$150,000 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of December 31, 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 December 31, 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">$154,000 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">$150,000 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of December 31, 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 December 31, 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">$154,000 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; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">$150,000 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 19,520. As of December 31, 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 December 31, 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">$154,000 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; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">$150,000 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 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 21,164. As of December 31, 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 December 31, 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">$154,000 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="background-color: white; font: 12pt Times New Roman, Times, Serif; text-align: justify">$150,000 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 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 21,164. As of December 31, 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 December 31, 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">$154,000 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="background-color: white; font: 12pt Times New Roman, Times, Serif; text-align: justify">$150,000 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 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 21,164. As of December 31, 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 December 31, 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">$154,000 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="background-color: white; font: 12pt Times New Roman, Times, Serif; text-align: justify">$150,000 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of December 31, 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 December 31, 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">$164,000 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; font: 12pt Times New Roman, Times, Serif; text-align: right">(b)</td> <td style="width: 7px"> </td> <td style="background-color: white; font: 12pt Times New Roman, Times, Serif; text-align: justify">$160,000 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 December 31, 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 $270,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 54,470. 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 December 31, 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 $88,235 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount $25,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $ 18,339. 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 December 31, 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 $180,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $ 37,682. 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 December 31, 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 $184,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $38,412. 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 December 31, 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 $92,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $19,206. 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 December 31, 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 $184,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $38,412. 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 December 31, 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 $721,569 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $156,569. 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 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 December 31, 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 $360,784 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $76,803. 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) 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 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. 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 December 31, 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 $184,000 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $38,412. 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) 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) 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) 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. 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 December 31, 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 $541,176 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $124,309. 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. The Company recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note. On July 7, 2017 the Company issued 308,219 shares of common stock as an origination fee in connection with the issuance of this Note. The common stock, valued at $12,060, was recorded at a discount which is amortized over the life of the Note and was fully amortized as of the quarter ended December 31, 2017. During the quarter ended December 31, 2017 the Company issued 365,741 common shares as payment for interest on the Note and issued 3,611,111 common shares in conversion of $78,000 of principal indebtedness. On As of December 31, 2017 the unamortized discount on the convertible note outstanding is $0. As of December 31, 2017 $1,000 of the Note remains outstanding. On June 6, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $65,906 cash, which was received during the Company’s fourth fiscal quarter, and payment on behalf of the Company of 9,094 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is June 16, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. The Note may be prepaid with the following penalties: <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  after note·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table> This Note may not be- prepaid after the 180th day. As of December 31, 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 $90,196 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $35,958. On July 24, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $60,000 for consideration consisting of $60,000 cash. The Note bears simple interest at the rate of 10% per annum and is convertible into the Common Stock of the Company at a price per share equal to the lower of 75% of the lowest trade price of the date immediately prior to conversion or 0.025 per share. The Note matures July 24, 2020. 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. As of December 31, 2017 $60,000 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 $216,471 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $60,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $51,295. On August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000 for consideration consisting of $74,750 cash and payment on behalf of the Company of 10,250 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. The Note may be prepaid with the following penalties: <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  afternote·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table> This Note may not be- prepaid after the 180th day. As of December 31, 2017 $85,000 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 $87,833 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $85,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $55,109. On August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000 for consideration consisting of a note payable to the Company in the amount of $85,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. As of December 31, 2017 $85,000 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 $87,833 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $85,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $55,109. On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. The Note may be prepaid with the following penalties: <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  after note·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table> This Note may not be prepaid after the 180th day. As of December 31, 2017 $40,000 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 $47,407 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $27,811. On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of promissory Note payable to the Company in the amount of 40,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. As of December 31, 2017 $40,000 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 $47,407 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $27,811. On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. The Note may be prepaid with the following penalties: <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  afternote·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table> This Note may not be prepaid after the 180th day. As of December 31, 2017 $40,000 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 $39,385 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $27,811. On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of a promissory note payable to the Company in the amount of $40,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. As of December 31, 2017 $40,000 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 $39,385 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $27,811. On August 29, 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 August 29, 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 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) 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) 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. 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 December 31, 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 $90,196 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $22,194. On September 22, 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 September 21, 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) 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) 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. 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 December 31, 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 $184,314 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $45,479. On September 22, 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 September 22, 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 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) 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) 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. 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 December 31, 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 $368,627 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $90,967. On September 25, 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 September 25, 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) 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) 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. 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 December 31, 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 $184,314 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $45,620. On October 3, 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 October 3, 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 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) 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 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. 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 December 31, 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 $184,314 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $45,939. On October 4, 2017 (“Issue date”) the Company issued a 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 October 4, 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 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) 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) 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. 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 December 31, 2017 $40,000 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 $147,451 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $36,788. On October 16, 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 October 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 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) 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) 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. 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 December 31, 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 $368,627 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $93,065. On November 1, 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 November 1, 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 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)  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) 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 December 31, 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 $92,157 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $23,631. On November 1, 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 November 1, 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 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) 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) 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. 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 December 31, 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 $92,157 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $23,631. On October 9, 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 October 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 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) 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) 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. 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 December 31, 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 $368,627 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $92,427. On December 15, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $35,000 for consideration consisting of $35,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is December 15, 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 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) 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) 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. 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 December 31, 2017 $35,000 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 $129,020 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $35,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $34,489. On December 20, 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 December 20, 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 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) 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) 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. 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 December 31, 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 $361,538 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $98,996. On December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration consisting of $100,000 cash and payment on behalf of the Company of 13,250 of expenses incurred in connection with the issuance of the Note. The Note also carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. The Note may be prepaid with the following penalties: <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  after note·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table> This Note may not be prepaid after the 180th day. As of December 31, 2017 $115,000 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 $147,436 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $115,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $ 107,123. On December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration consisting of a note payable to the Company in the amount of $113,250. The Note carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company. As of December 31, 2017 $115,000 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 $147,436 was recognized by the Company as of December 31, 2017. The issuance of the Note amounted in a discount of $115,000 which is amortized under the Interest Method over the life of the Note. As of December 31, 2017 the unamortized discount on the convertible note outstanding is $ 107.123. On December 6, 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 December 6, 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 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) 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) 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. 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 December 31, 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 $180,769 was recognized by the Company as of December 31, 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 December 31, 2017 the unamortized discount on the convertible note outstanding is $48,859.

100000

50000

40000

75000

25000

50000

25000

50000

200000

100000

50000

150000

79000

100000

50000

40000

100000

25000

35000

100000

50000

75000

60000

85000

40000

25000

50000

100000

50000

115000

50000

0.08

0.10

.10

0.10

.10

.08

.10

.08

.10

0.08

0.10

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.

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 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

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 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:   (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) 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 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 $0.0125 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:   (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) 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 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. 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. The Company recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note. On July 7, 2017 the Company issued 308,219 shares of common stock as an origination fee in connection with the issuance of this Note. The common stock, valued at $12,060, was recorded at a discount which is amortized over the life of the Note and was fully amortized as of the quarter ended December 31, 2017. During the quarter ended December 31, 2017 the Company issued 365,741 common shares as payment for interest on the Note and issued 3,611,111 common shares in conversion of $78,000 of principal indebtedness.

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 Note pays simple interest in the amount of 8% per annum . The maturity of the Note is June 16, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.   The Note may be prepaid with the following penalties:   <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  afternote·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table>   This Note may not be- prepaid after the 180th day.

The Note bears simple interest at the rate of 10% per annum and is convertible into the Common Stock of the Company at a price per share equal to the lower of 75% of the lowest trade price of the date immediately prior to conversion or 0.025 per share. The Note matures July 24, 2020. 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.   As of September 30, 2017 $60,000 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 Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.   The Note may be prepaid with the following penalties:   <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  afternote·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table>   This Note may not be- prepaid after the 180th day.

The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.   The Note may be prepaid with the following penalties:   <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="width: 45%; padding-bottom: 1pt; padding-left: 4.4pt">Time Period</td> <td style="width: 10%; padding-bottom: 1pt"> </td> <td style="width: 45%; padding-bottom: 1pt; padding-left: 4.35pt">Payment Premium</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.55pt"><=60 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.2pt">115% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1pt; padding-left: 4.35pt">>60 days <= 120 days after note issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">125% of the sum of principal  plus accrued interest</td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td style="padding-bottom: 1pt; padding-left: 4.7pt">>120 days <=180 days  afternote·issuance</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; padding-left: 4.4pt">135% of the sum· of principal plus accrued· interest</td></tr> </table>   This Note may not be prepaid after the 180th day.

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 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) 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 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 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) 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 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 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 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) 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 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 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) 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 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 may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

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 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) 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) 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. 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 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 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) 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) 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. 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.

9900

42600

50000

40000

50000

16925

4203

19520

21164

54470

18339

37682

38412

19206

38412

156569

76803

38412

124309

56728

92427

45939

36788

93065

23631

129020

361538

21164

35958

60000

55109

27811

22194

45479

90967

45620

107123

48859

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. On July 19, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 102852 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of $102,852 to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc . The abovementioned constitute the Company’s sole investment securities as of December 31, 2017. As of December 31, 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> </td> <td style="text-align: right">8,000,000</td> <td> </td> <td colspan="2"> </td> <td colspan="5">Common Shares of Entest Biomedical, Inc.</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <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> </td> <td style="border-bottom: black 1pt solid; text-align: center">Basis</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Fair Value</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Net Unrealized Gain or (Loss) realized during the Quarter  ended December 31, 2017</td> <td> </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">320,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">128,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">$40,000</td> <td> </td></tr> </table>   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="text-align: right">185,852</td> <td> </td> <td colspan="2"> </td> <td colspan="5">Nonvoting Convertible Preferred Shares  of Entest Biomedical, Inc.</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="border-bottom: black 1pt solid; text-align: center">Basis</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Fair Value</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Net Unrealized Gain or (Loss) realized during the quarter  ended DECEMBER 31, 2017</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>$</td> <td style="text-align: right">185,852</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">185,852</td> <td> </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 December 31, 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> </td> <td style="text-align: right">8,000,000</td> <td> </td> <td colspan="2"> </td> <td colspan="5">Common Shares of Entest Biomedical, Inc.</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <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> </td> <td style="border-bottom: black 1pt solid; text-align: center">Basis</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Fair Value</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Net Unrealized Gain or (Loss) realized during the Quarter  ended December 31, 2017</td> <td> </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">320,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">128,000</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">$40,000</td> <td> </td></tr> </table>   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td style="text-align: right">185,852</td> <td> </td> <td colspan="2"> </td> <td colspan="5">Nonvoting Convertible Preferred Shares  of Entest Biomedical, Inc.</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="width: 1%"> </td> <td style="width: 20%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 5%"> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td style="width: 5%"> </td> <td style="width: 1%"> </td> <td style="width: 19%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="border-bottom: black 1pt solid; text-align: center">Basis</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Fair Value</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Total Unrealized Gains in Other Comprehensive Income  </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="border-bottom: black 1pt solid; text-align: center">Net Unrealized Gain or (Loss) realized during the quarter  ended DECEMBER 31, 2017</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>$</td> <td style="text-align: right">185,852</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">185,852</td> <td> </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>

8000000 100000 8000000 0 267500 0 292500

1518244

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.

100000

50000

40000

75000

25000

50000

25000

50000

200000

100000

50000

150000

1000

100000

50000

40000

100000

25000

35000

100000

50000

75000

60000

85000

40000

25000

50000

100000

50000

115000

50000

154000 154000 154000 154000 154000 154000 164000 154000 154000 154000 154000 154000 154000 154000 160000 154000

270000

88235

180000

184000

92000

184000

721569

360784

184000

541176

368627

184314

147451

368627

92157

34489

98996

90196

216471

87833

39385

90196

184314

368627

184314

147436

180769

17000

6490969

4234475

-15526990 41243 33034 20000 20000 7147 83000 102852 83000 102852 192000 185852

128000

40000

75000 74750 38000 100000 50000 100000 113250 50000 4000 1750 1750 -327652 -61102

G. DERIVATIVE LIABILITIES. The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations. The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. 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 The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of December 31, 2017 utilized the following inputs: <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>As of September 30, 2017</td> <td> </td> <td colspan="3" style="text-align: right"> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>Risk Free Interest Rate</td> <td> </td> <td> </td> <td style="text-align: right">1.31 -1.62%</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Expected Term</td> <td> </td> <td> </td> <td style="text-align: right">1-3 Yrs</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: silver"> <td>Expected Volatility</td> <td> </td> <td> </td> <td style="text-align: right">158-187%</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 71%">Expected Dividends</td> <td style="width: 10%"> </td> <td style="width: 1%"> </td> <td style="width: 17%; text-align: right">0</td> <td style="width: 1%"> </td></tr> </table>

K. NOTES RECEIVABLE Notes receivable are stated at cost, less impairment, if any.

M. INTEREST RECEIVABLE Interest receivable is stated at cost, less impairment, if any.

0.0131

0.0162

P3Y

1.58

1.87

282801

85000

40000

4551

113250

NOTE 14. SUBSEQUENT EVENTS On January 24, 2018 (“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 December 6, 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 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) 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) 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. 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 On January 26, 2018 the Company entered into an agreement to sell 2,500,000 Units for consideration of $50,000. Each Unit shall be comprised of One Common Share and One Series A Preferred Share of the Company. As of January 31, 2018 the shares comprising the Unit have not yet been issued.

3976642

78000

7900

25000

9094

10250

2000

4551 13527 13697 13697 13697 5 3 5 5 3800 3200 3800 3200 -7800232 -5251335

5000

58000

5888

66154

-91832

-5663

-300

58000

131651

73306

-5000

8894

1518244

-627265

-504295

2012

100000

0.04 192000 100000 83000

58000

102852

NOTE 13. PRIOR PERIOD ADJUSTMENTS The Company has adjusted Research and Development Expenses and Interest Expense for the Period ended December 31, 2016 in the following manner: <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">(1)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">Research and Development Expenses recognized for the period ended December 31, 2016 has been reduced by $15,000.</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">(2)</td> <td style="width: 7px"> </td> <td style="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">Interest Expense has been increased by $1,246.</td></tr> </table> The aforementioned adjustments have resulted in a reduction in Net Loss for the period ended December 31, 2016 as originally reported of $13,754

13754 1246 15000 2500000

83820

34427

EX-101.SCH 10 rgbp-20171231.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Balance Sheet (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Balance Sheet (Unaudited) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Statement of Operations (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Statement of Comprehensive Income (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Statement of Cash Flows (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - Organization and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - Recent Accounting Pronouncements link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - Going Concern link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - Notes Payable link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - Convertible Notes Payable link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - Notes Receivable link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - Stockholders Equity link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - Investment Securities link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - Stock Transactions link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - Prior Period Adjustments link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - Organization and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - Notes Payable (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - Notes Receivable (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - Investment Securities (Tables) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - Organization and Summary of Significant Accounting Policies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - Going Concern (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - Notes Payable and Convertible Notes Payable - Notes Payable (Details) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - Notes Payable (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - Convertible Notes Payable (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - Notes Receivable - Notes Receivable (Details) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - Notes Receivable (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - Income Taxes - Deferred tax assets (Details) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - Income Taxes (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - Related Party Transactions (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - Commitments and Contingencies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - Stockholders Equity (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - Investment Securities (Details) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - Investment Securities (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - Stock Transactions (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000041 - Disclosure - Prior Period Adjustments (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000042 - Disclosure - Subsequent Events (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 11 rgbp-20171231_cal.xml XBRL CALCULATION FILE EX-101.DEF 12 rgbp-20171231_def.xml XBRL DEFINITION FILE EX-101.LAB 13 rgbp-20171231_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 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 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 Nonvoting Convertible Preferred Stock 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, 2016 GS Capital LG Capital LG #2 Capital Entest Biomedical, Inc Convertible Note; October 9, 2017 Convertible Note; October 3, 2017 Convertible Note; October 4, 2017 Convertible Note; October 16, 2017 Convertible Note; November 01, 2017 Convertible Note; December 15, 2017 Convertible Note; December 20, 2017 Convertible Note #3; October 31, 2016 Convertible Note; June 6, 2017 Convertible Note; July 24, 2017 Convertible Note; August 23, 2017 Convertible Note; #2 August 23, 2017 Convertible Note; September 7, 2017 Convertible Note; August 29, 2017 Convertible Note; September 22, 2017 Convertible Note; #2 September 22, 2017 Convertible Note; September 25, 2017 GS Capital #2 Convertible Note #2; December 20, 2017 Convertible Note #3; December 20, 2017 Convertible Note; December 06, 2017 Convertible Note; January 24, 2018 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, Related Party Note Receivable Prepaid Expenses Accrued Interest Receivable Prepaid Rent Total Current Assets OTHER ASSETS Available for Sale Securities Total Other Assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: 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 Unearned Income 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; 139,704,157 issued and outstanding as of September 30, 2017 and 146,180,799 shares issued and outstanding December 31, 2017 Preferred Stock, 0.0001 par value, 800,000,000 authorized as of December 31, 2017 and September 30, 2017 respectively Series A Preferred 300,000,000 authorized, 136,966,697 outstanding as of September 30, 2017 and December 31, 2017 respectively Series AA Preferred $0.0001 par value 600,000 authorized and 50, 000 and 50,000 outstanding as of September 30, 2017 and December 31, 2017, respectively Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 38,000,000 outstanding as of September 30, 2017 and December 31, 2017, respectively Additional Paid in capital Contributed Capital Retained Earnings (Deficit) 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 Interest Expense Interest Expense attributable to Amortization of Discount 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 Common Stock issued for Interest 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 Interest Receivable Increase (Decrease) Unearned Income Increase (Decrease) in Accrued Expenses (Increase) Decrease in Prepaid Expenses (Increase) Decrease in Due from Former Employee Increase in Derivative Expense 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 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 EX-101.PRE 14 rgbp-20171231_pre.xml XBRL PRESENTATION FILE XML 15 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information	3 Months Ended
Document and Entity Information	Dec. 31, 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	Dec. 31, 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	146,180,799
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

XML 16 R2.htm IDEA: XBRL DOCUMENT

Balance Sheet (Unaudited) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
CURRENT ASSETS
Cash	$ 261,708	$ 269,973
Accounts Receivable	0	0
Note Receivable, Related Party	4,551	4,551
Note Receivable	278,250	165,000
Prepaid Expenses	83,820	34,427
Accrued Interest Receivable	10,099	4,436
Prepaid Rent	5,000	0
Total Current Assets	643,428	478,387
OTHER ASSETS
Available for Sale Securities	505,852	465,852
Total Other Assets	505,852	465,852
TOTAL ASSETS	1,149,280	944,239
Current Liabilities:
Accounts payable	561,903	495,749
Notes Payable	105,355	111,355
Accrued payroll taxes	857	857
Accrued Interest	163,736	122,807
Accrued Rent	0	5,000
Accrued Payroll	676,496	590,996
Other Accrued Expenses	41,243	33,034
Due to Shareholder
Due to Investor	20,000	20,000
Derivative Liability	6,490,969	4,234,475
Convertible Notes Payable	354,328	248,890
Unearned Income	58,000
Total Current Liabilities	8,472,887	5,863,164
Long Term Liabilities:
Convertible Notes Payable	476,625	332,409
Total Long Term Liabilities	476,625	332,409
Total Liabilities	8,949,512	6,195,573
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 139,704,157 issued and outstanding as of September 30, 2017 and 146,180,799 shares issued and outstanding December 31, 2017	14,617	13,969
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of December 31, 2017 and September 30, 2017 respectively
Series A Preferred 300,000,000 authorized, 136,966,697 outstanding as of September 30, 2017 and December 31, 2017 respectively	13,697	13,697
Series AA Preferred $0.0001 par value 600,000 authorized and 50, 000 and 50,000 outstanding as of September 30, 2017 and December 31, 2017, respectively	5	5
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 38,000,000 outstanding as of September 30, 2017 and December 31, 2017, respectively	3,800	3,200
Additional Paid in capital	6,837,981	6,642,979
Contributed Capital	728,658	728,658
Retained Earnings (Deficit)	(15,526,990)	(12,741,843)
Accumulated other comprehensive income	128,000	88,000
Total Stockholders' Equity (Deficit)	(7,800,232)	(5,251,335)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	1,149,280	944,239
Series A Preferred Stock
STOCKHOLDERS EQUITY (DEFICIT)
Series A Preferred 300,000,000 authorized, 136,966,697 outstanding as of September 30, 2017 and December 31, 2017 respectively	13,697	13,527
Series AA Preferred Stock
STOCKHOLDERS EQUITY (DEFICIT)
Series AA Preferred $0.0001 par value 600,000 authorized and 50, 000 and 50,000 outstanding as of September 30, 2017 and December 31, 2017, respectively	5	3
Series M
STOCKHOLDERS EQUITY (DEFICIT)
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 38,000,000 outstanding as of September 30, 2017 and December 31, 2017, respectively	$ 3,800	$ 3,200

XML 17 R3.htm IDEA: XBRL DOCUMENT

Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	146,180,799	139,704,157
Common stock, shares outstanding	146,180,799	139,704,157
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	800,000,000	100,000,000
Series A Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	300,000,000	300,000,000
Preferred stock, shares issued	136,966,697	136,966,697
Preferred stock, shares outstanding	136,966,697	136,966,697
Series AA Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	600,000	600,000
Preferred stock, shares issued	50,000	50,000
Preferred stock, shares outstanding	50,000	50,000
Series M
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	300,000,000	300,000,000
Preferred stock, shares issued	38,000,000	32,000,000
Preferred stock, shares outstanding	38,000,000	32,000,000

XML 18 R4.htm IDEA: XBRL DOCUMENT

Statement of Operations (Unaudited) - USD ($)	3 Months Ended
Statement of Operations (Unaudited) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
REVENUES	$ 0
COST AND EXPENSES
Research and Development	548,085
General and Administrative	177,936
Consulting and Professional Fees	138,564
Rent	15,000
Total Costs and Expenses	879,585
OPERATING LOSS	(879,585)
OTHER INCOME & (EXPENSES)
Interest Income	5,663
Other Income
Interest Expense	(65,330)
Interest Expense attributable to Amortization of Discount	(327,652)
Derivative Expense	(1,518,244)
TOTAL OTHER INCOME (EXPENSE)	(1,905,564)
NET INCOME (LOSS)	$ (2,785,149)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$ (0.0195)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	143,076,861
As Restated
REVENUES		$ 0
COST AND EXPENSES
Research and Development		27,694
General and Administrative		242,758
Consulting and Professional Fees		233,128
Rent		15,000
Total Costs and Expenses		518,580
OPERATING LOSS		(518,580)
OTHER INCOME & (EXPENSES)
Interest Income		300
Other Income		31,846
Interest Expense		(13,169)
Interest Expense attributable to Amortization of Discount		(61,102)
Derivative Expense
TOTAL OTHER INCOME (EXPENSE)		(42,125)
NET INCOME (LOSS)		$ (560,705)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE		$ (.0039)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		143,596,121

XML 19 R5.htm IDEA: XBRL DOCUMENT

Statement of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
Statement of Comprehensive Income (Unaudited) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Net Income (Loss)	$ (2,785,149)
Add:
Unrealized Gains on Securities	40,000
Less:
Unrealized Losses on Securities
Total Other Comprehensive Income (Loss)	40,000
Comprehensive Income	$ (2,745,149)
As Restated
Net Income (Loss)		$ (560,705)
Add:
Unrealized Gains on Securities		200,000
Less:
Unrealized Losses on Securities
Total Other Comprehensive Income (Loss)		200,000
Comprehensive Income		$ (360,705)

XML 20 R6.htm IDEA: XBRL DOCUMENT

Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Statement of Cash Flows (Unaudited) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ (2,785,149)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants	600
Common Stock issued to Consultants	60,357
Common Stock issued for Interest	5,888
Increase (Decrease) in Interest expense attributable to amortization of Discount	327,652
Increase in Additional Paid in Capital
Increase (Decrease) in Accounts Payable	66,154
(Increase) Decrease in Interest Receivable	(5,663)
Increase (Decrease) Unearned Income	58,000
Increase (Decrease) in Accrued Expenses	131,651
(Increase) Decrease in Prepaid Expenses	(5,000)
(Increase) Decrease in Due from Former Employee
Increase in Derivative Expense	1,518,244
Net Cash Provided by (Used in) Operating Activities	(627,265)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash	0
Preferred Stock issued for Cash	0
Increase in Contributed Capital
Increase (Decrease) in Notes Payable	(6,000)
Increase in Convertible Notes Payable	625,000
Increase (Decrease) in Due to Shareholder
Net Cash Provided by (Used in) Financing Activities	619,000
Net Increase (Decrease) in Cash	(8,265)
Cash at Beginning of Period	269,973
Cash at End of Period	261,708
Supplemental Disclosure of Noncash Investing and Financing Activities:
Common Shares Issued for Debt	78,000
Preferred Shares Issued for Debt
Cash Paid for Interest	16,500
Common shares Issued for Interest	$ 2,012
As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$ (560,705)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants
Common Stock issued to Consultants
Common Stock issued for Interest
Increase (Decrease) in Interest expense attributable to amortization of Discount		61,102
Increase in Additional Paid in Capital		5,240
Increase (Decrease) in Accounts Payable		(91,832)
(Increase) Decrease in Interest Receivable		(300)
Increase (Decrease) Unearned Income
Increase (Decrease) in Accrued Expenses		73,306
(Increase) Decrease in Prepaid Expenses		8,894
(Increase) Decrease in Due from Former Employee
Increase in Derivative Expense
Net Cash Provided by (Used in) Operating Activities		(504,295)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		267,500
Preferred Stock issued for Cash		292,500
Increase in Contributed Capital		0
Increase (Decrease) in Notes Payable		(74,809)
Increase in Convertible Notes Payable		240,000
Increase (Decrease) in Due to Shareholder		(25,000)
Net Cash Provided by (Used in) Financing Activities		700,191
Net Increase (Decrease) in Cash		195,896
Cash at Beginning of Period		24,822
Cash at End of Period		220,718
Supplemental Disclosure of Noncash Investing and Financing Activities:
Common Shares Issued for Debt
Preferred Shares Issued for Debt
Cash Paid for Interest		1,000
Common shares Issued for Interest

XML 21 R7.htm IDEA: XBRL DOCUMENT

Organization and Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 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.

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. DERIVATIVE LIABILITIES.

As of September 30, 2017
Risk Free Interest Rate			1.31 -1.62%
Expected Term			1-3 Yrs
Expected Volatility			158-187%
Expected Dividends			0

H. 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.

I. 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.

J. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarter ended December 31, 2017 .

K. NOTES RECEIVABLE

Notes receivable are stated at cost, less impairment, if any.

L. REVENUE RECOGNITION

M. INTEREST RECEIVABLE

Interest receivable is stated at cost, less impairment, if any.

XML 22 R8.htm IDEA: XBRL DOCUMENT

Recent Accounting Pronouncements

3 Months Ended

Dec. 31, 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 23 R9.htm IDEA: XBRL DOCUMENT

Going Concern

3 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 3. GOING CONCERN

XML 24 R10.htm IDEA: XBRL DOCUMENT

Notes Payable

3 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Notes Payable

NOTE 4. NOTES PAYABLE

	December 31, 2017
David Koos ( Note 8)		227
Bostonia Partners		58,288
Blackbriar Partners, Inc.(Note 8)	$	46,840
Notes payable	$	105,355