SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2022

☐ 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)

619 722-5505

(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
	☐ Emerging Growth Company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of April 7, 2022 Regen Biopharma, Inc. had 4,736,002,832 common shares outstanding.

As of April 7,2022 Regen Biopharma, Inc. had 439,293,406 shares of Series A Preferred Stock outstanding.

As of April 7, 2022 Regen Biopharma, Inc. had 50,000 shares of Series AA Preferred Stock outstanding.

As of April 7, 2022 Regen Biopharma, Inc. had 44,000,000 shares of Series M Preferred Stock outstanding.

As of April 7, 2022 Regen Biopharma, Inc. had 10,000 shares of Series NC Preferred Stock 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.
CONDENSED CONSOLIDATED BALANCE SHEETS


	As of March 31, 2022			As of September 30, 2021
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	234,674		$	727,162
Accounts Receivable, Related Party		268,042			213,192
Note Receivable, Related Party		5,396			5,396
Accrued Interest Receivable		496			230
Prepaid Expenses		34,582			48,144
Total Current Assets		543,190			994,124
OTHER ASSETS
Investment Securities		67,710			198,006
Investment Securities, Related Party		19,969			19,969
Total Other Assets		87,679			217,975
TOTAL ASSETS	$	630,869		$	1,212,099

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		41,629			91,498
Notes Payable		227			1,429,179
Accrued payroll taxes		4,241			4,241
Accrued Interest		664,787			954,861
Accrued Rent		—			0
Accrued Payroll		1,266,679			1,266,679
Other Accrued Expenses		41,423			41,423
Bank Overdraft		1,000			1,000
Due to Investor		20,000			20,000
Unearned Income		1,781,222			1,843,806
Derivative Liability		70,561,820			6,892,477
Convertible Notes Payable Less unamortized discount		2,987,270			2,131,311
Convertible Notes Payable, Related Parties Less unamortized discount		10,000			21,500
Total Current Liabilities		77,380,299			14,697,976
Long Term Liabilities:
Convertible Notes Payable, Related Parties Less unamortized discount		—			0
Total Long Term Liabilities
Total Liabilities		77,380,299			14,697,976

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 4,580,002,832 issued and outstanding as of March 31,2022 and 4,800,000,000 authorized and 4,350,554,514 shares issued and outstanding as of September 30 ,2021.		457,999			435,054
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of		—			—
March 31,2022 and September 30,2021 respectively		—			—
Series A Preferred 300,000,000 authorized as of September 30,2021 and 540,000,000 authorized as of March 31, 2022; 439,293,406 and 431,998,817 outstanding as of March 31,2022 and September 30, 2021 respectively		43,929			43,200
Series AA Preferred $0.0001 par value 600,000 authorized and 50,000 and 50,000 outstanding as of March 31, 2022 and September 30,2021 respectively		5			5
Series M Preferred $0.0001 par value 300,000,000 authorized and 44,000,000 outstanding as of September 30,2021 and 60,000,000 authorized and 44,000,000 outstanding as of March 31, 2022		4,400			4,400
Series NC Preferred $0.0001 par value 20,000 authorized and 10,000 outstanding as of September 30, 2021 and March 31,2022 respectively		1			1
Additional Paid in capital		9,793,419			8,644,037
Contributed Capital		736,326			736,326
Retained Earnings (Deficit)		(87,785,509	)		(23,348,900	)
Total Stockholders' Equity (Deficit)		(76,749,430	)		(13,485,877	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	630,869		$	1,212,099

The Accompanying Notes are an Integral Part of These Financial Statements


REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
( Unaudited)

		Quarter Ended March 31, 2022			Quarter Ended March 31, 2021			Six Months Ended March 31, 2022			Six Months Ended March 31, 2021
REVENUES
Revenues	$	30,945		$	—		$	62,584		$	—
Revenues, Related Party		27,425			27,425			54,849			54,849
TOTAL REVENUES		58,369			27,425			117,434			54,849
COST AND EXPENSES
Research and Development		27,390			512			62,809			1,639
Research and Development, Related Party		36,975			0			117,250			0
General and Administrative		5,355			39,886			12,013			84,664
Consulting and Professional Fees		50,143			0			88,279			0
Rent		15,000			0			20,000			0
Total Costs and Expenses		134,863			40,398			300,351			86,303
OPERATING INCOME (LOSS)	$	(76,494	)	$	(12,973	)	$	(182,917	)	$	(31,453	)

OTHER INCOME & (EXPENSES)
Interest Income		131			0			266			0
Interest Expense		(42,561	)		(65,247	)		(77,571	)		(138,459	)
Interest Expense attributable to Amortization of Discount		(21,977	)		(9,932	)		(44,428	)		(46,649	)
Penalties		(300,000	)		0			(300,000	)		0
Unrealized Gain ( Loss) on sale of Investment Securities		(6,405	)		0			(130,296	)		0
Gain (Loss) on derecognition of Accounts Payable		0			0			62,700			0
Derivative Income (Expense)		(66,634,282	)		530,335			(63,669,343	)		2,325,111
Gain (Loss) on Extinguishment Convertible Debt		0			—			(95,019	)		0
TOTAL OTHER INCOME (EXPENSE)		(67,005,095	)		455,156			(64,253,692	)		2,140,002

NET INCOME (LOSS)	$	(67,081,589	)	$	442,183		$	(64,436,609	)	$	2,108,549
NET INCOME (LOSS) attributable to common shareholders	$	(67,081,589	)	$	382,046		$	(64,436,609	)	$	1,821,787

BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$	(0.015	)	$	0.0002		$	(0.014	)	$	0.00086
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		4,564,542,158			2,457,641,499			4,535,585,981			2,125,778,002

The Accompanying Notes are an Integral Part of These Financial Statements


REGEN BIOPHARMA , INC.
Condensed Consolidated Statement of Shareholder's Deficit
(Unaudited)


	Series A Preferred				Series AA Preferred				Series NC Preferred				Common				Series M Peferred
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-in Capital			Retained Earnings			Contributed Capital		Total
Balance September 30, 2020		381,768,689	$	38,177		50,000		5		—				1,605,000,246	$	160,498		44,000,000	$	4,400	$	8,313,876		$	(16,583,666	)	$	731,711	$	(7,334,998	)
Shares issued for Debt														57,726,183		5,773						(2,021	)							3,752
Shares Issued For Interest														22,339,663		2,234						(782	)							1,452
Shares issued for Debt														60,007,919		6,001						(2,101	)							3,900
Shares Issued For Interest														23,926,234		2,393						(838	)							1,555
Shares issued for Debt														60,834,498		6,083						1,217								7,300
Shares Issued For Interest														26,185,501		2,619						523								3,142
Shares issued for Debt														3,300,000		330						99								429
Shares Issued For Interest														1,819,077		182						54								236
Shares issued for Fees														1,228,077		123						36								159
Shares issued for Debt														62,003,571		6,200						(2,170	)							4,030
Shares Issued For Interest														26,155,352		2,616						(916	)							1,700
Shares issued for Debt														68,333,539		6,833						1,367								8,200
Shares Issued For Interest														14,883,378		1,488						212								1,700
Shares issued for Debt		20,000,437		2,000																		11,000								13,000
Shares Issued For Interest		12,378,732		1,238																		6,808								8,046
Shares Issued for Debt														88,888,889		8,889						7,111								16,000
Shares Issued For Interest														19,555,555		1,956						1,294								3,250
Shares issued for Debt														82,004,603		8,200						(2,870	)							5,330
Shares Issued For Interest														35,832,781		3,583						(1,254	)							2,329
Additions to Contributed Capital										—		—																1,865		1,865
Net Loss		—		—		—		—						—		—		—		—		—			1,666,367			—		1,666,367
Balance December 31, 2020		414,147,858	$	41,415		50,000		5		—				2,260,025,066	$	226,001		44,000,000	$	4,400	$	8,330,646		$	(14,917,299	)	$	733,576	$	(5,581,256	)
shares issued for debt														85,900,000		8,590						(3,436	)							5,154
shares issued for interest														88,000,000		8,800						(4,400	)							4,400
shares issued for debt														71,430,421		7,143						22,857								30,000
shares issued for interest														11,328,865		1,133						3,625								4,758
shares issued for debt														80,928,505		8,093						(2,833	)							5,260
shares issued for interest														38,341,033		3,834						(1,342	)							2,492
shares issued for debt														67,175,355		6,718						(3,361	)							3,357
shares issued for interest														8,824,645		882						(441	)							441
shares issued for debt														16,666,667		1,667						(667	)							1,000
shares issued for interest														95,833,333		9,583						(3,833	)							5,750
shares issued for debt														68,319,520		6,832						(3,417	)							3,415
shares issued for interest														1,680,480		168						(84	)							84
shares issued for debt														38,519,260		3,852						(1,927	)							1,925
shares issued for interest														1,480,740		148						(74	)							74
Additions to Contributed Capital																												250		250
Net Income		—		—		—		—		—		—		—		—		—		—		—			442,183			—		4,421,825,363
Balance March 31, 2021		414,147,858	$	41,415		50,000		5		0		0		2,934,453,890	$	293,444		44,000,000	$	4,400	$	8,331,313		$	(14,475,117	)	$	733,826	$	(5,070,713	)
Balance September 30, 2021		431,998,817	$	43,200		50,000	$	5		10,000	$	1		4,350,554,514	$	435,054		44,000,000	$	4,400	$	8,644,037		$	(23,348,900	)	$	736,326	$	(13,485,877	)
Shares issued for Debt														10,000,000		1,000						99,000								100,000
Shares issued for Interest														2,666,200		267						26,395								26,662
Shares issued for Debt														10,000,000		1,000						99,000								100,000
Shares issued for Interest														3,883,700		388						38,449								38,837
Shares issued for Debt														6,022,971		602						49,398								50,000
Shares issued for Interest														2,361,366		236						19,367								19,603
Shares issued for Debt														15,503,953		1,550						48,450								50,000
Shares issued for Interest														5,759,719		576						17,999								18,575
Shares issued for Interest														23,255,888		2,326						72,674								75,000
Shares issued for Debt														9,945,768		995						31,080								32,075
Shares issued for Interest														7,751,973		775						24,225								25,000
Shares issued for Interest														3,211,178		321						10,035								10,356
Shares issued for Debt														1,000,016		100						24,900								25,000
Shares issued for Interest														355,326		36						8,847								8,883
Shares issued for Debt		4,000,047		400																		49,600								50,000
Shares issued for Interest		1,869,542		187																		23,182								23,369
Shares issued for Debt														10,256,427		1,026						98,974								100,000
Shares issued for Interest														4,082,878		408						39,400								39,808
Shares issued for Debt