SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the quarterly period ended December 31, 2015
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the transition period from ___________ to ___________.
Commission
File Number 0-32201
BIO-MATRIX
SCIENTIFIC GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
|
DELAWARE |
33-0824714 |
(State
of Incorporation) |
(I.R.S.
Employer Identification No.) |
|
|
4700
Spring Street, Suite 304, La Mesa, California |
91942 |
(Address
of Principal Executive Offices) |
(Zip
Code) |
(619)
702-1404
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 |
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check
one): Yes ☒ No ☐
There
were 4,889,065,929 shares of Common Stock outstanding as of January 15, 2016.
PART
I - FINANCIAL INFORMATION
Item
1. - Financial Statements
BIOMATRIX SCIENTIFIC GROUP, INC. | |
|
|
CONSOLIDATED BALANCE SHEET | |
|
|
| |
| |
|
| |
As
of December 31, 2015 | |
As
of September 30, 2015 |
| |
(unaudited) | |
|
| |
| |
|
ASSETS | |
| |
|
CURRENT
ASSETS | |
| | | |
| | |
Cash | |
| 193,386 | | |
| 76,355 | |
Prepaid
Expenses | |
| 16,000 | | |
| 25,000 | |
Note
Receivable | |
| 12,051 | | |
| 12,051 | |
Interest
Receivable | |
| 1,681 | | |
| 1,381 | |
Due
from Former Subsidiary Employee | |
| 15,000 | | |
| | |
Total
Current Assets | |
| 238,118 | | |
| 114,787 | |
| |
| | | |
| | |
| |
| | | |
| | |
OTHER
ASSETS | |
| | | |
| | |
Deposits | |
| 4,200 | | |
| 4,200 | |
Available
for Sale Securities | |
| 121,000 | | |
| 159,720 | |
Total
Other Assets | |
| 125,200 | | |
| 163,920 | |
| |
| | | |
| | |
TOTAL
ASSETS | |
| 363,318 | | |
| 278,707 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT
LIABILITIES | |
| | | |
| | |
Accounts
Payable | |
| 169,769 | | |
| 167,977 | |
Notes
Payable | |
| 347,036 | | |
| 400,336 | |
Bank
Overdraft | |
| 0 | | |
| 0 | |
Accrued
Payroll | |
| 784,757 | | |
| 738,095 | |
Accrued
Payroll Taxes | |
| 48,316 | | |
| 44,485 | |
Accrued
Interest | |
| 337,721 | | |
| 324,750 | |
Accrued
Rent | |
| 10,000 | | |
| 10,000 | |
Accrued
Expenses | |
| 5,000 | | |
| 5,000 | |
Convertible
Note Payable Net of Unamortized Discount | |
| 211,675 | | |
| 231,507 | |
Due
to Affiliate | |
| 0 | | |
| 0 | |
Due
to Subsidiary Shareholder | |
| 50,000 | | |
| 0 | |
Current
portion, note payable to affiliated party | |
| 1,000 | | |
| 1,000 | |
Total
Current Liabilities | |
| 1,965,274 | | |
| 1,923,150 | |
| |
| | | |
| | |
Total
Liabilities | |
| 1,965,274 | | |
| 1,923,150 | |
| |
| | | |
| | |
STOCKHOLDERS'
EQUITY (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
Preferred
Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2,063,821 issues and outstanding
as of September 30 2015 and December 31, 2015 | |
| 207 | | |
| 207 | |
Series
AA Preferred ($0.0001 par value) 100,000 shares authorized 94,852 issued and outstanding as of September 30,
2015 and December 31, 2015 | |
| 9 | | |
| 9 | |
Series
AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 40,000 shares issued and outstanding as of September 30,
2015 and December 31, 2015 | |
| 4 | | |
| 4 | |
Series
B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of December 31, 2015
and September 30,2015 respectively | |
| 73 | | |
| 73 | |
Common
Stock ($.0001 par value) 5,000,000,000 shares authorized and 4,232,931,345 issued and outstanding as
of September 30, 2015, 8,000,000,000 shares authorized and4,889,065,929 shares issued and outstanding as of December
31, 2015 | |
| 488,905 | | |
| 423,292 | |
Non
Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as
of September 30, 2015 and December 31, 2015 | |
| 0 | | |
| 0 | |
Additional
Paid in capital | |
| 31,059,493 | | |
| 29,004,809 | |
Contributed
Capital | |
| 509,355 | | |
| 509,355 | |
Retained
Earnings (Deficit) | |
| 7,552,077 | | |
| 9,704,398 | |
Accumulated
Other Comprehensive Income (Loss) | |
| (41,407,361 | ) | |
| (41,368,641 | ) |
Total
Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc. | |
| (1,797,238 | ) | |
| (1,726,494 | ) |
Noncontrolling
Interest in subsidiary | |
| 195,283 | | |
| 82,050 | |
Total
Stockholders' Equity | |
| (1,601,955 | ) | |
| (1,644,444 | ) |
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | |
| 363,318 | | |
| 278,707 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX SCIENTIFIC GROUP,
INC. | |
|
CONSOLIDATED STATEMENT OF OPERATIONS | |
|
(Unaudited) | |
|
| |
| |
|
| |
| Quarter
Ended December 31, 2015 | | |
| Quarter
Ended December 31, 2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
REVENUES | |
| | | |
| | |
| |
| 0 | | |
| 0 | |
COST AND EXPENSES | |
| | | |
| | |
Research
and Development | |
| 105,321 | | |
| 2,237 | |
General
and Administrative | |
| 520,678 | | |
| 158,444 | |
Consulting
and Professional Fees | |
| 92,718 | | |
| 82,529 | |
Rent | |
| 15,000 | | |
| 11,871 | |
Total
Costs and Expenses | |
| 733,717 | | |
| 255,081 | |
| |
| | | |
| | |
OPERATING LOSS | |
| (733,717 | ) | |
| (255,081 | ) |
| |
| | | |
| | |
OTHER INCOME &
(EXPENSES) | |
| | | |
| | |
Interest
Income | |
| 300 | | |
| 260 | |
Interest
Expense | |
| (12,971 | ) | |
| (14,571 | ) |
Loss on
Settlement of Debt through Equity Issuance below Fair value | |
| (169,234 | ) | |
| (587,500 | ) |
Loss
on Settlement of Debt through Issuance of Common Shares
of Regen Biopharma, Inc. below fair value | |
| (1,163,313 | ) | |
| 0 | |
Interest
Expense attributable to amortization of discount | |
| (73,387 | ) | |
| 0 | |
Total Other Income
& (Expense) | |
| (1,418,605 | ) | |
| (601,811 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) | |
| (2,152,321 | ) | |
| (856,892 | ) |
Less: | |
| | | |
| | |
(Net
Income) Loss attributable to noncontrolling interest Regen Biopharma, Inc. | |
| 1,566,831 | | |
| 94,603 | |
| |
| | | |
| | |
NET INCOME (LOSS) available
to common shareholders | |
| (585,490 | ) | |
| (762,289 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
BASIC AND
FULLY DILUTED EARNINGS (LOSS) | |
$ | (0.0001 | ) | |
$ | (0.0002 | ) |
| |
| | | |
| | |
Weighted average number of shares outstanding | |
| 4,659,467,826 | | |
| 3,432,648,195 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX
SCIENTIFIC GROUP, INC. |
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME |
(unaudited) |
| |
Quarter
ended December 31, |
| |
2014 | |
2015 |
Net
Income (Loss) | |
$ | (856,892 | ) | |
$ | (2,152,321 | ) |
Add: | |
| | | |
| | |
Unrealized
Gains on Securities | |
| | | |
| — | |
Less: | |
| | | |
| | |
Unrealized
Losses on Securities | |
| (2,000 | ) | |
| (38,720 | ) |
Total
Other Comprehensive Income (Loss) | |
| (2,000 | ) | |
| (38,720 | ) |
Comprehensive
Income | |
$ | (858,892 | ) | |
$ | (2,191,041 | ) |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX SCIENTIFIC GROUP, INC. | |
| |
|
CONSOLIDATED STATEMENT OF CASH FLOWS | |
| |
|
(unaudited) | |
| |
|
| |
| |
|
| |
Quarter
Ended | |
Quarter
Ended |
| |
December
31, 2015 | |
December
31, 2014 |
| |
| |
|
CASH FLOWS FROM OPERATING
ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Net Income
(loss) | |
| (2,152,321 | ) | |
| (856,892 | ) |
| |
| | | |
| | |
Adjustments
to reconcile net Income to net cash (used in) provided by operating activities: | |
| | | |
| | |
Subsidiary
Stock issued for services rendered by consultants | |
| 40 | | |
| 0 | |
Interest
Expense attributable to amortization of discount | |
| 73,387 | | |
| 0 | |
| |
| | | |
| | |
Changes in operating
assets and liabilities: | |
| | | |
| | |
(Increase)
decrease in prepaid expenses | |
| 9,000 | | |
| | |
Increase
(Decrease) in Accounts Payable | |
| 1,792 | | |
| (2,085 | ) |
Increase
(Decrease) in Accrued Expenses | |
| 63,464 | | |
| 43,219 | |
Increase
(Decrease) in bank Overdraft | |
| | | |
| (6,137 | ) |
(Increase)
Decrease in Interest Receivable | |
| (300 | ) | |
| (260 | ) |
(Increase)
Decrease in Due from Former Employee | |
| (15,000 | ) | |
| | |
Net Cash Provided by
(Used in) Operating Activities | |
| (2,019,938 | ) | |
| (822,155 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING
ACTIVITIES | |
| | | |
| | |
Additional
paid in Capital | |
| 247,722 | | |
| 72,440 | |
Increase
(Decrease) in due to subsidiary shareholder | |
| 50,000 | | |
| 20,000 | |
Stock
in subsidiary sold for cash | |
| 560,001 | | |
| | |
Principal
borrowings (repayments) on notes and Convertible Debentures | |
| (53,300 | ) | |
| 217,321 | |
Principal
borrowings ( repayments) on Convertible Debentures | |
| 0 | | |
| | |
(Increase)
Decrease in Deferred Financing Costs | |
| 0 | | |
| | |
Loss
on Settlement of Debt through Equity Issuance | |
| 1,332,547 | | |
| 587,500 | |
Net Cash Provided by
(Used in) Financing Activities | |
| 2,136,970 | | |
| 897,261 | |
| |
| | | |
| | |
Net Increase (Decrease)
in Cash | |
| 117,031 | | |
| 75,106 | |
| |
| | | |
| | |
Cash at Beginning of Period | |
| 76,355 | | |
| 502 | |
| |
| | | |
| | |
Cash at End of Period | |
| 193,386 | | |
| 75,608 | |
| |
| | | |
| | |
Supplemental Disclosure
of Noncash investing and financing activities: | |
| | | |
| | |
Common
Shares Issued for Debt | |
$ | 93,220 | | |
$ | 117,500 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX
SCIENTIFIC GROUP, INC.
Notes
to consolidated Financial Statements
As
of December 31, 2015
The
accompanying unaudited interim condensed consolidated financial statements of Bio-Matrix Scientific Group , Inc. (“Bio-Matrix
” 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, 2015. 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
Bio-Matrix
Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco
International, Inc.
From
October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business
plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation
and audio for the Internet.
On
July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital
of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares
of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As
a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company
by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer. Accordingly,
the financial statements have been prepared to give retroactive effect to August 2, 2005 (date of inception), of the reverse acquisition
completed on July 3, 2006, and represent the operations of BMSG.
Through
its controlled subsidiary, Regen BioPharma, Inc., 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. As of December 31, 2015 The Company holds 15.6% of the equity and 65.7%
of the voting power of Regen BioPharma, Inc. (“Regen”)
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 Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix
Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (“BMSG”), Regen BioPharma, Inc., a Nevada
corporation and controlled subsidiary (Regen) and Entest BioMedical, Inc., (“Entest”), a Nevada corporation which
was a majority owned subsidiary up to February 3, 2011. 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. All estimates
are of a normal, recurring nature and are required for the fair presentation of the financial statements. 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.
The
Company’s financial instruments as of December 31, 2015 consisted of Securities Available for Sale consisting of 8,066,667
common shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 . The fair value
of Securities Available for sale as of December 31, 2015 were valued according to the Level 1 input. The carrying amount of the
financial instruments is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued
according to Level 3 input.
G.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of December 31 , 2015 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
H.
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.
All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are
the same as basic earnings per share.
I.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarters ended December
31, 2015.
NOTE
2. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE
3. OPTIONS AND WARRANTS
As
of December 31, 2015 the Company has no options or warrants outstanding.
NOTE
4. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of
a onetime non-cash gain of $41,645,688 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net
losses of $33,429 ,962 (excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period
from August 2, 2005 (inception) through December 31, 2015. This condition raises substantial doubt about the Company's ability
to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations,
to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash. During the quarter ended December 31, 2015 Regen raised $560,000
through the issuance of equity securities for cash.
NOTE
5. INCOME TAXES
| |
| As
of December 31, 2015 | |
Deferred tax assets: | |
| | |
Net operating
tax carry forwards | |
$ | 11,379,317 | |
Other | |
| -0- | |
Gross deferred tax
assets | |
| 11,379,317 | |
Valuation
allowance | |
| (11,379,317 | ) |
| |
| | |
Net
deferred tax assets | |
$ | -0- | |
As
of December 31, 2015 the Company has a Deferred Tax Asset of $11,379,317 completely attributable to net operating
loss carry forwards of approximately $33,468,578 ( which expire 20 years from the date the loss was incurred) consisting
of
(a)
$38,616, of Net Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and
(b)
$33,429,962 attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.
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. In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits
the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company
has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income
tax is calculated at the 34% Federal Corporate Rate.
NOTE
6. RELATED PARTY TRANSACTIONS
As
of December 31, 2015 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount
of $87,986. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the
rate of 15% per annum.
As
of December 31, 2015 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount
of $50. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate
of 15% per annum.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen 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. 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, 2015 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051 lent by Regen 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.
On
June 23, 2015 Regen Biopharma, Inc. entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby Regen Biopharma, Inc. granted to Zander an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen Biopharma, Inc. (“ License IP”) for non-human veterinary therapeutic
use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. 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 the first anniversary of the effective date of the Agreement and each
subsequent anniversary.
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 Regen Biopharma, Inc. 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 Regen Biopharma, Inc. 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 Regen Biopharma, Inc. receives payment pursuant to the terms and conditions of
the Agreement).
Zander
is obligated pay to Regen Biopharma, Inc. 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 Regen Biopharma, Inc.:
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 Regen Biopharma, Inc. 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 Regen Biopharma, Inc. 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 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 as a license initiation
fee.
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 Regen Biopharma, Inc.
NOTE
7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE AND NOTES RECEIVABLE
| |
| December
31, 2015 |
| |
| |
| |
| |
Bio
Technology Partners Business Trust (Company) | |
$ | 14,000 |
Bio
Technology Partners Business Trust (Regen) | |
$ | 49,000 |
David
R. Koos (Company)( Note 6) | |
$ | 87,986 |
David
R. Koos (Regen)( Note 6) | |
$ | 50 |
The
Sherman family Trust | |
$ | 2,000 |
Bostonia
Partners (Company) | |
$ | 75,000 |
Bostonia
Partners (Regen) | |
$ | 119,000 |
Total | |
$ | 347,036 |
Amounts
due to the Biotechnology Partners Business Trust. are due and payable at the demand of the holder and bear simple interest
at a rate of 10% per annum.
All
loans to the Company and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate
of 15% per annum.
All
amounts due to the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder.
$60,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of
10% per annum
$59,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of
10% per annum.
$40,000
lent to the Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum.
$35,000
lent to the Company by Bostonia Partners is due and payable December 14, 2016 and bear simple interest at a rate of 10% per annum.
Convertible Notes | |
| December
31, 2015 |
| |
| |
Scott
Levine | |
| 50,000 |
Mike
and Ofie Weiner | |
| 10,000 |
Mike
and Ofie Weiner | |
| 18,400 |
Bio
Technology Partners Business Trust | |
| 2,301 |
Star
City Capital, LLC | |
| 206,780 |
Total | |
$ | 287,481 |
$206,780
due and payable to Starcity Capital LLC (“Note”) bears no interest, is payable on April 1, 2016 and permits
conversion at the Holder’s option into common shares of the Company under the following terms and
conditions:
The
Holder of the Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of
the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock")
at a price ("Conversion Price") for each share of Common Stock equal to the greater of
(iii)
fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five
(5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or
(iv)
$0.0001.
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
other
than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Company’s
outstanding common stock.
The
issuance of the Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over
the life of the Note.
The
amount by which the instrument’s as converted value exceeds the principal amount as of December 31, 2015 is $357,165.
$50,000
due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at
$0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made.
$10,000
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on March 3, 2010. No demand for payment has been made.
$18,400
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.
$2,301
due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common
shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has
been made.
As
of December 31, 2015 the unamortized discount on convertible notes outstanding is $ 75,815.
NOTES
RECEIVABLE
| |
December
31, 2015 |
Entest
Biomedical, Inc. (Note 6) | |
$ | 12,051 |
| |
| |
Notes
Receivable | |
$ | 12,051 |
$12,051
lent by Regen Biopharma, Inc. to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest
at a rate of 10% per annum.
NOTE
8. STOCKHOLDERS' EQUITY
The
stockholders' equity section of the Company contains the following classes of capital stock as of December 31, 2015:
Preferred
stock, $0.0001 par value; 20,000,000 shares authorized:
2,063,821 Preferred
Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred 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 Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
94,852
Series AA Preferred Shares, par value $0.0001, issued and outstanding.
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 (10,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
40,000
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.
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 one hundred thousand (100,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
725,409
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Common
stock, $ 0.0001 par value; 8,000,000,000 shares authorized: 4,889,065,929 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).
NOTE
9. COMMITMENTS AND CONTINGENCIES
On
April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against
the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities
fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the
issuance of. The Plaintiff is also request declaratory relief from the Court.
The
action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction
of $17,000 of convertible indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice
sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate
in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit
of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust
Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares
to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from
DTC’s book-entry account on the records of the issuer maintained by the transfer agent.
The
Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice
itself.
The
convertible indebtedness held by the Plaintiff was convertible at Holder’s demand into the common shares of the Company’s
stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s
common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid
Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited
into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares
( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such
that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares
to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation
on conversion equal to 9.99% of the Company’s outstanding common stock.
On
February 2, 2015 Plaintiff and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally
resolve the aforementioned legal action pursuant to the following terms and conditions:
|
(a) |
Within
seven business days of the Company’s transfer agent’s receipt of an appropriate opinion of counsel, the Company
shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC,
103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute
full and complete satisfaction of $17,000 due to Starcity by the Company. |
|
(b) |
The
Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (“Note”)
due and payable April 1, 2016. |
The
Holder of this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid
to the Company to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to
the greater of
|
(i) |
fifty
five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5)
trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or |
Other
than as provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than
9.99% of the Company's outstanding common stock. Section 5(p) of the Note states that:
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
In
the event that Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Company’s
obligations under this Note shall be terminated, cancelled and relinquished.
On
August 21, 2012 the Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively
the “PRI Parties”) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen Biopharma, Inc. 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 Regen 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.
NOTE
10. INVESTMENT SECURITIES
As
of the quarter ending September 30, 2012 the Company reclassified 66,667 (retroactively adjusted for reverse stock split.) common
shares of Entest Biomedical, Inc. as Securities Available for Sale from Securities Accounted for under the Equity Method.
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.
The
common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of December
31, 2015.
NOTE
11. STOCK TRANSACTIONS
BIO-
MATRIX SCIENTIFIC GROUP, INC.:
On
October 2, 2015 the Company issued 382,657,778 of its Common Shares in satisfaction of $63,138 of convertible indebtedness.
On
December 15, 2015 the Company issued 273,476,806 of its Common Shares in satisfaction of $30,082 of convertible indebtedness.
REGEN
BIOPHARMA, INC.
Common
Stock
On
October 28, 2015 Regen issued 3,333,334 of its Common Shares for cash consideration of $166,667.
On
November 20, 2015 Regen issued 2,200,000 of its Common Shares for cash consideration of $55,000.
On
December 29, 2015 Regen issued 4,000,000 of its Common Shares for cash consideration of $100,000.
Series
A Preferred Stock
On
October 28, 2015 Regen issued 1,666,667 shares of its Series A Preferred stock for cash consideration of $83,333.
On
October 28, 2015 Regen issued 11,000,000 shares of its Series A Preferred stock to Dr. Harry Lander, Regen’s President and
Chief Scientific Officer, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander
and Regen dated October 9, 2015.
On
November 20, 2015 Regen issued 2,200,000 shares of its Series A Preferred stock for cash consideration of $55,000.
On
November 20, 2015 Regen issued 400,000 shares of its Series A Preferred stock as consideration for nonemployee services.
On
December 29, 2015 Regen issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $100,000.
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 concern 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, including the Company's most
recent Form 10Kfor the year ended September 30, 2015. All references to” We”, “Us”, “Company”
or the “Company” refer to Bio-Matrix Scientific Group, Inc.. All references to “Regen” refers to the Company’s
controlled subsidiary Regen Biopharma, Inc.
Material
Changes in Financial Condition:
As
of December 31, 2015 we had Cash of $193,386 and as of September 30, 2015 we had Cash of $76,355.
The
increase in Cash of approximately 153.27% is primarily attributable to:
The
sale of $560,000 of equity securities by Regen
The
deposit with Regen of $50,000 by an investor in anticipation of purchasing the equity securities of Regen
Borrowing
by the Company of $35,000 from a third party lender
Offset
by:
Payment
by Regen of $35,000 of principal indebtedness owed by Regen to an unaffiliated third party lender.
Payment
by the Company of $53,300 of principal indebtedness owed by the Company to the Company’s Chief Executive Officer
Cash
expended in the operation of the Company and Regen’s business.
As
of December 31, 2015 we had Prepaid Expenses of $16,000 and as of September 30, 2015 we had Prepaid Expenses of $25,000.
The
decrease in Prepaid Expenses of approximately 36% is primarily attributable to:
$10,000
of salary prepaid to Regen’s former Chief Scientific Officer having been reclassified during the quarter ended December
31, 2015 as amounts Due from Former Employee as a result of the resignation of Regen’s former Chief Scientific Officer during
the quarter ended December 31, 2015
Offset
by:
$1,000
in salary having been prepaid to an employee during the quarter ended December 31, 2015
As
of December 31, 2015 we had Accrued Interest Receivable of $1,681 and as of September 30, 2015 we had Accrued Interest Receivable
of $1,381
The
increase in of Accrued Interest Receivable of approximately 21.7% is attributable to interest accrued but unpaid during the three
months ended December 31 , 2015 resulting from amounts due Regen by Entest Bio-Medical, Inc. David R. Koos serves as Chairman
of the Board and Chief Executive Officer of the Company, Regen and Entest Bio-Medical, Inc.
As
of December 31, 2015 we had Amounts Due from Former Employee of $15,000 and as of September 30, 2015 we had Amounts Due from Former
Employee of $0.
The
increase in Amounts Due from Former Employee is attributable to:
$10,000
of salary prepaid to Regen’s former Chief Scientific Officer having been reclassified during the quarter ended December
31, 2015 as amounts Due from Former Employee as a result of the resignation of Regen’s former Chief Scientific Officer during
the quarter ended December 31, 2015.
$5,000
overpayment of salary due to Regen’s former Chief Scientific Officer during the quarter ended December 31, 2015.
As
of December 31, 2015 we had Available for Sale Securities of $121,000 and as of September 30, 2015 we had Available for Sale Securities
of $159,720
The
decrease in Available for Sale Securities of 24.2% is attributable to unrealized losses recognized during the quarter ended December
31, 2015 on 8,000,000 common shares of Entest Biomedical, Inc. owned by Regen and 66,667 common shares of Entest Biomedical, Inc
owned by the Company.
As
of December 31,2015 we had Notes Payable of $347,036 and as of September 30, 2015 we had Notes Payable of $
400,336.
The
decrease in Notes Payable of approximately 13.31% is attributable to:
Payment
by Regen of $35,000 of principal indebtedness owed by the Company to an unaffiliated third party lender.
Payment
by the Company of $53,300 of principal indebtedness owed by the Company to the Company’s Chief Executive Officer
Offset
by:
Borrowing
by the Company of $35,000 from a third party lender
As
of December 31, 2015 we had Accrued Payroll of $784,757 and as of September 30, 2015 we had Accrued Payroll of $738,095.
The
increase in Accrued Payroll of approximately 6.3% is attributable to :
$45,162
in salary expense due to Regen’s President incurred but unpaid during the quarter ended December 31, 2015
$15,000
of salary expense due to David R. Koos, the Company’s sole officer, incurred but unpaid during the quarter ended December
31, 2015
Offset
by:
the
payment by Regen during the quarter ended December 31, 2015 of $13,500 of salary accrued but unpaid due to Regen’s Chief
Financial Officer.
As
of December 31, 2015 we had Accrued Payroll Taxes of $
48,316 and as of September 30, 2015 we had Accrued Payroll Taxes of $ 44,485
.
The
increase in Accrued Payroll Taxes of approximately 8.6% is primarily attributable to employer tax obligations incurred but unpaid
during the three months ended December 31, 2015.
As
of December 31, 2015 we had Amounts Due to Shareholder of $50,000 and as of September 30, 2015 we had Amounts Due to Shareholder
of $0.
The
increase in Amounts Due to Shareholder is attributable to the deposit with Regen of $50,000 by an investor in anticipation of
purchasing the equity securities of Regen.
Material
Changes in Results of Operations
Revenues
were -0- for the quarter ending December 31, 2015 and -0- for the same quarter ending 2014. Net Losses were $ 2,152,321 for the
three months ended December 31, 2015. Net Losses were $ 856,892 for the same quarter ending 2014.
The
increase in Net Losses of approximately 151% is primarily attributable to:
the
recognition of $1,163,313 of expenses recognized during the quarter ended December 31, 2015 resulting from the issuance for less
than fair value of common shares of Regen sold by Regen for cash
an
increase in expenses related to General and Administrative, Research and Development, Rent and Consulting and professional Fees
incurred during the quarter ended December 31, 2015 as compared to the same quarter ended 2014
The
recognition by the Company of $73,387 of Interest Expense attributable to amortization of discount of beneficial conversion feature
recognized on a convertible note
Offset
by:
lower
interest expenses incurred during the quarter ended December 31, 2015 as compared to the same quarter ended 2014
higher
interest income earned during the quarter ended December 31, 2015 as compared to the same quarter ended 2014.
lower
expenses recognized during the quarter ended December 31, 2015 resulting from the issuance for less than fair value of common
shares of the Company as compared to the same quarter ended 2014.
Liquidity
and Capital Resources
As
of December 31, 2015 we had $193,386 cash on hand and current liabilities of $1,965,274 such liabilities consisting of Accounts
Payable, Notes Payable, Convertible Notes Payable, Amounts due to Shareholder and Accrued Expenses. We feel we will not be able
to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.
The
Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities
for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise.
There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no
assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts.
As of February 19, 2014 Regen has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34) grant
which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for Small
Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of the National
Institute of Health as grants for which Regen intends to apply. We cannot assure that we will be successful in obtaining additional
financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing
source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently
anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are
successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances. During
the quarter ended December 31, 2015 Regen raised $560,000 through the sale of equity securities and the Company borrowed $35,000
from an unaffiliated third party lender.
As
of December 31, 2015 the Company was not party to any binding agreements which would commit us 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/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/Principal Financial Officer has 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, 2015 and ending December
31, 2015, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has 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.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
BIO-
MATRIX SCIENTIFIC GROUP, INC.:
On
October 2, 2016 the Company issued 382,657,778 of its Common Shares (“Shares”) in satisfaction of $63,138 of convertible
indebtedness.
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 15, 2015 the Company issued 273,476,806 of its Common Shares (“Shares”) in satisfaction of $30,082 of convertible
indebtedness.
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.
REGEN
BIOPHARMA, INC.
Common
Shares
On
October 28, 2015 Regen issued 3,333,334 of its Common Shares (“Shares”) for cash consideration of $166,667.
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. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.
On
November 20, 2015 Regen issued 2,200,000 of its Common Shares (“Shares”) for cash consideration of $55,000.
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. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.
On
December 29, 2015 Regen issued 4,000,000 of its Common Shares (“Shares”) for cash consideration of $100,000.
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. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.
Series
A Preferred Stock
On
October 28, 2015 Regen issued 1,666,667 shares of its Series A Preferred stock (“Shares”) for cash consideration of
$83,333.
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. Cash proceeds received from sale will be utilized by Regen for general corporate purposes
On
October 28, 2015 Regen issued 11,000,000 shares of its Series A Preferred stock (“Shares”) to Dr. Harry Lander, Regen’s
President and Chief Scientific Officer, pursuant to the terms and conditions of that employment agreement entered into by and
between Dr. Lander and Regen dated October 9, 2015.
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
November 20, 2015 Regen issued 2,200,000 shares of its Series A Preferred stock (“Shares”) for cash consideration
of $55,000.
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. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.
On
November 20, 2015 Regen issued 400,000 shares of its Series A Preferred stock (“Shares”) as consideration for nonemployee
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 29, 2015 Regen issued 4,000,000 shares of its Series A Preferred stock (“Shares”) for cash consideration
of $100,000.
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. 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 |
32.1 |
Certification of Chief Executive Officer under
Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
Certification of Acting Chief Financial Officer
under Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Bio-Matrix
Scientific Group, Inc. |
|
|
Date:
January 28, 2016 |
By: |
/s/
David R. Koos |
|
|
David
R. Koos
Chief Executive Officer |
Exhibit 31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David Koos, certify that:
1. I have reviewed this Quarterly Report
on Form 10-Q of Bio Matrix Scientific Group, 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.
|
|
Dated: January 28, 2016 |
By: /s/ David Koos |
|
David Koos |
Exhibit
31.2
CERTIFICATION
OF ACTING CHIEF FINANCIAL 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 Bio Matrix Scientific Group, 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.
|
|
Dated:
January 28, 2016 |
By: /s/
David Koos |
|
David
Koos |
|
Chief
Financial Officer |
Exhibit
32.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY
ACT OF 2002
In connection
with the Quarterly report of Bio-Matrix Scientific Group, Inc. (the “Company”) on Form 10-Q for the quarter ended
December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2. The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Dated: January 28, 2016 |
By: /s/ David Koos |
|
David 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 Bio-Matrix Scientific Group, Inc. and will be retained by Bio-Matrix Scientific Group, Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
AS ADOPTED
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY
ACT OF 2002
In connection
with the Quarterly report of Bio-Matrix Scientific Group, Inc. (the “Company”) on Form 10-Q for the quarter ended
December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2. The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Dated: January 28, 2016 |
By: /s/ David Koos |
|
David 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 Bio-matrix Scientific Group, Inc. and will be retained by Bio-Matrix Scientific Group, Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
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v3.3.1.900
Consolidated Balance Sheet (Unaudited) - USD ($)
|
Dec. 31, 2015 |
Sep. 30, 2015 |
CURRENT ASSETS |
|
|
Cash |
$ 193,386
|
$ 76,355
|
Prepaid Expenses |
16,000
|
25,000
|
Note Receivable |
12,051
|
12,051
|
Interest Receivable |
1,681
|
$ 1,381
|
Due from Former Subsidiary Employee |
15,000
|
|
Total Current Assets |
238,118
|
$ 114,787
|
OTHER ASSETS |
|
|
Deposits |
4,200
|
4,200
|
Available for Sale Securities |
121,000
|
159,720
|
Total Other Assets |
125,200
|
163,920
|
TOTAL ASSETS |
363,318
|
278,707
|
CURRENT LIABILITIES |
|
|
Accounts Payable |
169,769
|
167,977
|
Notes Payable |
347,036
|
400,336
|
Bank Overdraft |
0
|
0
|
Accrued Payroll |
784,757
|
738,095
|
Accrued Payroll Taxes |
48,316
|
44,485
|
Accrued Interest |
337,721
|
324,750
|
Accrued Rent |
10,000
|
10,000
|
Accrued Expenses |
5,000
|
5,000
|
Convertible Note Payable Net of Unamortized Discount |
211,675
|
231,507
|
Due to Affiliate |
0
|
0
|
Due to Subsidiary Shareholder |
50,000
|
0
|
Current portion, note payable to affiliated party |
1,000
|
1,000
|
Total Current Liabilities |
1,965,274
|
1,923,150
|
Total Liabilities |
1,965,274
|
1,923,150
|
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Preferred Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2063821 issues and outstanding as of September 30 2015 and December 31, 2015 |
207
|
207
|
Series AA Preferred ($0.0001 par value) 100,000 shares authorized 94,852 issued and outstanding as of September 30, 2015 and December 31, 2015 |
9
|
9
|
Series AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 40,000 shares issued and outstanding as of September 30, 2015 and December 31, 2015 |
4
|
4
|
Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of December 31, 2015 and September 30,2015 respectively |
73
|
73
|
Common Stock ($.0001 par value) 5,000,000,000 shares authorized and 4,232,931,345 issued and outstanding as of September 30, 2015, 8,000,000,000 shares authorized and4,889,065,929 shares issued and outstanding as of December 31, 2015 |
488,905
|
423,292
|
Non Voting Converible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as of September 30, 2015 and December 31, 2015 |
0
|
0
|
Additional Paid in capital |
31,059,493
|
29,004,809
|
Contributed Capital |
509,355
|
509,355
|
Retained Earnings (Deficit) |
7,552,077
|
9,704,398
|
Accumulated Other Comprehensive Income (Loss) |
(41,407,361)
|
(41,368,641)
|
Total Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc. |
(1,797,238)
|
(1,726,494)
|
Noncontrolling Interest in subsidiary |
195,283
|
82,050
|
Total Stockholders' Equity |
(1,601,955)
|
(1,644,444)
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
$ 363,318
|
$ 278,707
|
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v3.3.1.900
Consolidated Balance Sheet (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
20,000,000
|
20,000,000
|
Preferred stock; shares issued |
2,063,821
|
2,063,821
|
Preferred stock; shares outstanding |
2,063,821
|
2,063,821
|
Common stock; par value |
$ 0.0001
|
$ 0.0001
|
Common Stock; shares authorized |
8,000,000,000
|
5,000,000,000
|
Common stock; shares issued |
4,889,065,929
|
4,232,931,345
|
Common stock; shares outstanding |
4,889,065,929
|
4,232,931,345
|
Series AA |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
100,000
|
100,000
|
Preferred stock; shares issued |
94,852
|
94,852
|
Preferred stock; shares outstanding |
94,852
|
94,852
|
Series AAA |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
1,000,000
|
1,000,000
|
Preferred stock; shares issued |
40,000
|
40,000
|
Preferred stock; shares outstanding |
40,000
|
40,000
|
Series B |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
2,000,000
|
2,000,000
|
Preferred stock; shares issued |
725,409
|
725,409
|
Preferred stock; shares outstanding |
725,409
|
725,409
|
Non Voting |
|
|
Preferred stock; par value |
$ 1
|
$ 1
|
Preferred stock; shares authorized |
200,000
|
200,000
|
Preferred stock; shares issued |
0
|
0
|
Preferred stock; shares outstanding |
0
|
0
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statement of Operations (Unaudited) - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
$ 0
|
$ 0
|
COST AND EXPENSES |
|
|
Research and Development |
105,321
|
2,237
|
General and Administrative |
520,678
|
158,444
|
Consulting and Professional Fees |
92,718
|
82,529
|
Rent |
15,000
|
11,871
|
Total Costs and Expenses |
733,717
|
255,081
|
OPERATING LOSS |
(733,717)
|
(255,081)
|
OTHER INCOME & (EXPENSES) |
|
|
Interest Income |
300
|
260
|
Interest Expense |
(12,971)
|
(14,571)
|
Loss on Settlement of Debt through Equity Issuance below Fair Value |
(169,234)
|
(587,500)
|
Loss on Settlement of Debt through Issuance of Common Shares of Regen biopharma, Inc. below fair value |
(1,163,313)
|
0
|
Interest Expense attributable to amortization of discount |
(73,387)
|
0
|
Total Other Income & (Expense) |
(1,418,605)
|
(601,811)
|
Less: (Net Income)Loss attributable to noncontrolling interest Regen Biopharma, Inc. |
1,566,831
|
94,603
|
NET INCOME (LOSS) available to common shareholders |
$ (585,490)
|
$ (762,289)
|
BASIC AND FULLY DILUTED EARNINGS (LOSS) |
$ (0.0001)
|
$ (0.0002)
|
Weighted average number of shares outstanding |
4,659,467,826
|
3,432,648,195
|
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v3.3.1.900
Consolidated Statement of Comprehensive Income (Unaudited) - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Statement [Abstract] |
|
|
Net Income (loss) |
$ (2,152,321)
|
$ (856,892)
|
Add: Unrealized Gains on Securities |
|
|
Less: Unrealized Losses on Securities |
$ (38,720)
|
$ (2,000)
|
Total Other Comprehensive Income (Loss) |
(38,720)
|
(2,000)
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$ (2,191,041)
|
$ (858,892)
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v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
3 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net Income (loss) |
$ (2,152,321)
|
$ (856,892)
|
Adjustments to reconcile net Income to net cash (used in) provided by operating activities: |
|
|
Subsidiary Stock issued for services rendered by consultants |
40
|
0
|
Interest Expense attributable to amortization of discount |
73,387
|
$ 0
|
Changes in operating assets and liabilities: |
|
|
(Increase) Decrease in Prepaid Expenses |
9,000
|
|
Increase (Decrease) in Accounts Payable |
1,792
|
$ (2,085)
|
Increase (Decrease) in Accrued Expenses |
$ 63,464
|
43,219
|
Increase (Decrease) in bank Overdraft |
|
(6,137)
|
(Increase) Decrease in Interest Receivable |
$ (300)
|
$ (260)
|
(Increase) Decrease in Due from Former Employee |
(15,000)
|
|
Net Cash Provided by (Used in) Operating Activities |
(2,019,938)
|
$ (822,155)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Additional paid in Capital |
247,722
|
72,440
|
Increase (Decrease) in due to subsidiary shareholder |
50,000
|
$ 20,000
|
Stock in subsidiary sold for cash |
560,001
|
|
Principal borrowings (repayments) on notes and Convertible Debentures |
(53,300)
|
$ 217,321
|
Principal borrowings (repayments) on Convertible Debentures |
0
|
|
(Increase) Decrease in Deferred Financing Costs |
0
|
|
Loss on Settlement of Debt through Equity Issuance |
1,332,547
|
$ 587,500
|
Net Cash Provided by (Used in) Financing Activities |
2,136,970
|
897,261
|
Net Increase (Decrease) in Cash |
117,031
|
75,106
|
Cash at Beginning of Period |
76,355
|
502
|
Cash at End of Period |
193,386
|
75,608
|
Supplemental Disclosure of Noncash investing and financing activities: |
|
|
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$ 93,220
|
$ 117,500
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v3.3.1.900
Organization and Summary of Significant Accounting Policies
|
3 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization and Summary of Significant Accounting Policies |
NOTE 1. ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bio-Matrix Scientific
Group, Inc. (Company) was organized October 6, 1998, under the laws of the State of Delaware as Tasco International,
Inc.
From October 6, 1998
to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business plan to provide
production of visual content and other digital media, including still media, 360-degree images, video, animation and audio for
the Internet.
On July 3, 2006 the
Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix
Scientific Group, Inc., a Nevada corporation, (BMSG) for consideration consisting of 10,000,000 shares of the common
stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As a result of this
transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company immediately after
the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by BMSG under the
purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer. Accordingly, the financial statements
have been prepared to give retroactive effect to August 2, 2005 (date of inception), of the reverse acquisition completed on July
3, 2006, and represent the operations of BMSG.
Through its controlled
subsidiary, Regen BioPharma, Inc., 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. As of December 31, 2015 The Company holds 15.6% of the equity and 65.7% of the voting power
of Regen BioPharma, Inc. (Regen)
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 Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix Scientific Group, Inc,
a Nevada corporation and a wholly owned subsidiary (BMSG), Regen BioPharma, Inc., a Nevada corporation and controlled
subsidiary (Regen) and Entest BioMedical, Inc., (Entest), a Nevada corporation which was a majority owned subsidiary
up to February 3, 2011. 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. All estimates are of a normal,
recurring nature and are required for the fair presentation of the financial statements. 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.
The Companys
financial instruments as of December 31, 2015 consisted of Securities Available for Sale consisting of 8,066,667 common shares
of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 . The fair value of Securities Available
for sale as of December 31, 2015 were valued according to the Level 1 input. The carrying amount of the financial instruments is
equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3 input.
G. INCOME TAXES
The Company accounts
for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax
assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities
using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records
a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that
some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date.
The Company applied
the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related
to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain
open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations
for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such adjustment could
be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results
of operations for the given period. As of December 31 , 2015 the Company had no uncertain tax positions, and will continue to evaluate
for uncertain positions in the future.
The Company generated
a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties
on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC
Topic 740-10-50-19.
H. 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. All options and
convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are the same as basic
earnings per share.
I. ADVERTISING
Costs associated with
advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarters ended December 31, 2015.
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- DefinitionThe entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.
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v3.3.1.900
Recent Accounting Pronouncements
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Changes and Error Corrections [Abstract] |
|
Recent Accounting Pronouncements |
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 StatementsLiquidation
Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial
doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be
prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether
to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period
ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company
will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it
has met the conditions which would subject these financial statements for additional disclosure.
On January 31, 2013,
the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets
and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic
210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables
in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU
amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance
sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives,
repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset
using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements.
ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual
periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On February 28, 2013,
the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements
for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in
FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations
resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting
date, as the sum of the following:
The amount the reporting
entity agreed to pay on the basis of its arrangement among co-obligors.
Any additional amounts
the reporting entity expects to pay on behalf of its co-obligors.
While early adoption
of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim
periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior
periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year
of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Companys operating results or
financial position.
On April 22, 2013, the FASB issued
Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance
in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments
serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to
all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles
for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements.
The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting
periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from
the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material
effect on the Companys operating results or financial position.
A variety of proposed
or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory
agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys management has
not determined whether implementation of such standards would be material to its financial statements.
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v3.3.1.900
Going Concern
|
3 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
NOTE 4. GOING CONCERN
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. Exclusive of a onetime non-cash gain of $41,645,688
recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net losses of $33,429 ,962 (excluding
$663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period from August 2, 2005 (inception) through
December 31, 2015. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's
continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required
and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Management plans to
raise additional funds by offering securities for cash. . During the quarter ended December 31, 2015 Regen raised $560,000 through
the issuance of equity securities for cash.
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.3.1.900
Income Taxes
|
3 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 5. INCOME TAXES
|
|
|
As of December 31, 2015 |
|
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
11,379,317 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
11,379,317 |
|
Valuation allowance |
|
|
(11,379,317 |
) |
|
|
|
|
|
Net deferred tax assets |
|
$ |
-0- |
|
As of December 31,
2015 the Company has a Deferred Tax Asset of $11,379,317 completely attributable to net operating loss carry
forwards of approximately $33,468,578 ( which expire 20 years from the date the loss was incurred) consisting of
(a) $38,616, of Net
Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and
(b) $33,429,962 attributable
to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.
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.
In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits the amount
of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company has the
Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income tax is calculated
at the 34% Federal Corporate Rate.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Related Party Transactions
|
3 Months Ended |
Dec. 31, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 6. RELATED PARTY TRANSACTIONS
As of December 31,
2015 the Company is indebted to David Koos, the Companys Chairman and Chief Executive Officer, in the amount of $87,986.
These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15%
per annum.
As of December 31,
2015 Regen is indebted to David Koos, the Companys Chairman and Chief Executive Officer, in the amount of $50. These loans
and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15% per annum.
The Company utilizes
approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to Regen
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. 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,
2015 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051 lent by Regen 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.
On June 23, 2015 Regen
Biopharma, Inc. entered into an agreement (Agreement) with Zander Therapeutics, Inc. ( Zander) whereby
Regen Biopharma, Inc. granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by Regen Biopharma, Inc. ( License IP) for non-human veterinary therapeutic use
for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant to the Agreement,
Zander shall pay to Regen Biopharma, Inc. 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 the first anniversary of the effective date of the Agreement and each subsequent anniversary.
The abovementioned
payments may be made, at Zanders 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 Regen Biopharma, Inc. 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 Regen Biopharma, Inc. 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 Regen Biopharma, Inc. receives payment pursuant to the terms and conditions of the Agreement).
Zander is obligated
pay to Regen Biopharma, Inc. 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 Regen Biopharma, Inc.:
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 Zanders 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 Regen Biopharma, Inc. 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 Regen Biopharma, Inc. 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 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 as a license initiation fee.
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 Regen Biopharma, Inc..
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable
|
3 Months Ended |
Dec. 31, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable and Convertible Notes Payable |
NOTE 7. NOTES PAYABLE AND CONVERTIBLE
NOTES PAYABLE AND NOTES RECEIVABLE
|
|
|
December 31, 2015 |
|
|
|
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
$ |
14,000 |
Bio Technology Partners Business Trust (Regen) |
|
$ |
49,000 |
David R. Koos ( Company)( Note 6) |
|
$ |
87,986 |
David R. Koos ( Regen)( Note 6) |
|
$ |
50 |
The Sherman family Trust |
|
$ |
2,000 |
Bostonia Partners ( Company) |
|
$ |
75,000 |
Bostonia Partners ( Regen) |
|
$ |
119,000 |
Total |
|
$ |
347,036 |
Amounts due to the
Biotechnology Partners Business Trust. are due and payable at the demand of the holder and bear simple interest at a rate
of 10% per annum.
All loans to the Company
and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate of 15% per annum.
All amounts due to
the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder.
$60,000 lent to Regen
Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10% per annum
$59,000 lent to Regen
Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10% per annum.
$40,000 lent to the
Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum.
$35,000 lent to the
Company by Bostonia Partners is due and payable December 14, 2016 and bear simple interest at a rate of 10% per annum.
Convertible Notes |
|
|
December 31, 2015 |
|
|
|
|
Scott Levine |
|
|
50,000 |
Mike and Ofie Weiner |
|
|
10,000 |
Mike and Ofie Weiner |
|
|
18,400 |
Bio Technology Partners Business Trust |
|
|
2,301 |
Star City Capital, LLC |
|
|
206,780 |
Total |
|
$ |
287,481 |
$206,780 due and payable
to Starcity Capital LLC (Note) bears no interest, is payable on April1, 2016 and permits conversion at the Holders
option into common shares of the Company under the following terms and conditions:
The Holder of the
Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of the principal
face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion
Price") for each share of Common Stock equal to the greater of
(iii) fifty five percent
(55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately
preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price")
or
(iv) $0.0001.
Upon :
(i) a transfer
of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification,
capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii) any
consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then, in each case,
Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the
Conversion Price.
other than as provided
in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added to such Holders
other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Companys outstanding common
stock.
The issuance of the
Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over the life of the
Note.
The amount by which
the instruments as converted value exceeds the principal amount as of December 31, 2015 is $357,165.
$50,000 due and payable
to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share.
The instrument became due and payable on November 14, 2009. No demand for payment has been made.
$10,000 due and payable
to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per
share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made.
$18,400 due and payable
to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per
share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.
$2,301 due and payable
to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has been made.
As of December 31,
2015 the unamortized discount on convertible notes outstanding is $ 75,815.
NOTES RECEIVABLE
|
|
December 31, 2015 |
Entest Biomedical, Inc. (Note 6) |
|
$ |
12,051 |
|
|
|
|
|
|
Notes Receivable |
|
$ |
12,051 |
|
$12,051 lent by Regen
Biopharma, Inc. 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.
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v3.3.1.900
Stockholders Equity
|
3 Months Ended |
Dec. 31, 2015 |
Equity [Abstract] |
|
Stockholders Equity |
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders'
equity section of the Company contains the following classes of capital stock as of December 31, 2015:
Preferred stock,
$0.0001 par value; 20,000,000 shares authorized:
2,063,821 Preferred
Shares, par value $0.0001, issued and outstanding.
With respect to each matter submitted
to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled to cast that number of votes which
is equivalent to the number of shares of Series B Preferred 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 Preferred Stock shall receive, out of assets legally
available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.
94,852 Series AA Preferred
Shares, par value $0.0001, issued and outstanding.
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 (10,0000).
On any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets
legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.
40,000 Series AAA Preferred Shares,
par value $0.0001, issued and outstanding.
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 one hundred thousand
(100,0000).
On any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets
legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.
725,409 Series B Preferred
Shares, Par Value $0.0001, issued and outstanding.
With respect to each matter submitted
to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of
votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).
On any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall receive, out of assets
legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.
Non Voting Convertible
Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each Non Voting Convertible
Preferred Stock shall convert at the option of the holder into shares of the corporations common stock at a conversion price
equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt
by the corporation of the holders intent to convert.
CLOSING PRICE"
shall mean the closing bid price for the corporations common stock on the Principal Market on a Trading Day as reported
by Bloomberg Finance L.P.
PRINCIPAL MARKET"
shall mean the principal trading exchange or market for the corporations common stock.
TRADING DAY
shall mean a day on which the Principal Market shall be open for business.
On any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible Preferred shall receive, out
of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.
Common stock, $ 0.0001 par value; 8,000,000,000
shares authorized: 4,889,065,929 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).
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v3.3.1.900
Commitments and Contingencies
|
3 Months Ended |
Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
NOTE 9. COMMITMENTS AND CONTINGENCIES
On April 12, 2013 a complaint (Complaint)
was filed in the U.S. District Court Southern District of the State of new York against the Company, the Companys Chairman
and Does 1-50 by Star city Capital, LLC (Plaintiff) alleging securities fraud, common law fraud, negligent misrepresentation,
breach of fiduciary duties and breach of contract in connection with the issuance of. The Plaintiff is also request declaratory
relief from the Court.
The action arises from the issuance
and subsequent cancellation of 103,030,303 of the companys common shares in satisfaction of $17,000 of convertible indebtedness
of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice sent by them to the Companys transfer
agent was meant to instruct the Transfer Agent simply to cancel the physical certificate in order that an equivalent number of
shares may be transferred via DWAC to the Plaintiffs stockbroker for the benefit of the Plaintiff. DWAC is the acronym for
Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust Company (a.k.a. DTC or CEDE & CO)
permits brokers and custodial banks, the DTC participants, to request the movement of shares to or from the issuers transfer
agent electronically. A DWAC results in the crediting or debiting of shares to or from DTCs book-entry account on the records
of the issuer maintained by the transfer agent.
The Company believes that the cancellation
notice sent by the Plaintiff clearly represents a cancellation of the conversion notice itself.
The convertible indebtedness held by
the Plaintiff was convertible at Holders demand into the common shares of the Companys stock at a conversion price
per share equal to 55% (the Discount) of the lowest closing bid price for the Companys common stock during
the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the Closing Bid Price); provided
that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holders
brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is
lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall
be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect
such adjusted Purchase Price(Reset). The Company and the Plaintiff had agreed on a limitation on conversion equal
to 9.99% of the Companys outstanding common stock.
On February 2, 2015 Plaintiff
and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally resolve the aforementioned
legal action pursuant to the following terms and conditions:
|
(a) |
Within seven business days of the Companys transfer agents receipt of an appropriate opinion of counsel, the Company shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC, 103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute full and complete satisfaction of $17,000 due to Starcity by the Company. |
|
(b) |
The Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (Note) due and payable April 1, 2016. |
The Holder of this Note is entitled,
at its option, at any time after 180 days after the date that consideration of $52,500 is paid to the Company to convert all or
any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common
Stock") at a price ("Conversion Price") for each share of Common Stock equal to the greater of
|
(i) |
fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or |
Other than as provided in 5(p)
of the Note ), the Holder shall not have the right to convert its debt into shares which, when added to such Holders other
holdings in the Company stock, shall have caused such Holder to hold more than to hold more than 9.99% of the Company's outstanding
common stock. Section 5(p) of the Note states that:
Upon :
(i) a transfer of all or
substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification,
capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii) any consolidation or
merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger
which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion
or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then, in each case, Holder may
convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the Conversion
Price.
In the event that
Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Companys obligations
under this Note shall be terminated, cancelled and relinquished.
On August 21, 2012 the
Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively the PRI
Parties) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen Biopharma, Inc. 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 Regen 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.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Investment Securities
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Investment Securities |
NOTE 10. INVESTMENT SECURITIES
As of the quarter
ending September 30, 2012 the Company reclassified 66,667 ( retroactively adjusted for reverse stock split.) common shares of Entest
Biomedical, Inc. as Securities Available for Sale from Securities Accounted for under the Equity Method.
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.
The common shares of Entest Biomedical, Inc described
above constitute the Companys sole investment securities as of December 31, 2015.
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v3.3.1.900
Stock Transactions
|
3 Months Ended |
Dec. 31, 2015 |
Notes to Financial Statements |
|
Stock Transactions |
NOTE 11. STOCK
TRANSACTIONS
BIO- MATRIX SCIENTIFIC
GROUP, INC.:
On October 2, 2016
the Company issued 382,657,778 of its Common Shares in satisfaction of $63,138 of convertible indebtedness.
On December 15, 2015
the Company issued 273,476,806 of its Common Shares in satisfaction of $30,082 of convertible indebtedness.
REGEN BIOPHARMA, INC.
Common Stock
On October 28, 2015
Regen issued 3,333,334 of its Common Shares for cash consideration of $166,667.
On November 20, 2015
Regen issued 2,200,000 of its Common Shares for cash consideration of $55,000.
On December 29, 2015
Regen issued 4,000,000 of its Common Shares for cash consideration of $100,000.
Series A Preferred
Stock
On October 28, 2015
Regen issued 1,666,667 shares of its Series A Preferred stock for cash consideration of $83,333.
On October 28, 2015
Regen issued 11,000,000 shares of its Series A Preferred stock to Dr. Harry Lander, Regens President and Chief Scientific
Officer, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated
October 9, 2015.
On November 20, 2015
Regen issued 2,200,000 shares of its Series A Preferred stock for cash consideration of $55,000.
On November 20, 2015
Regen issued 400,000 shares of its Series A Preferred stock as consideration for nonemployee services.
On December 29, 2015
Regen issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $100,000.
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Policies)
|
3 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
BASIS OF ACCOUNTING |
A. BASIS OF ACCOUNTING
The financial statements
have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting,
revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September
30 year-end.
|
PRINCIPLES OF CONSOLIDATION |
B. PRINCIPLES OF CONSOLIDATION
The consolidated financial
statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix Scientific Group, Inc,
a Nevada corporation and a wholly owned subsidiary (BMSG), Regen BioPharma, Inc., a Nevada corporation and controlled
subsidiary (Regen) and Entest BioMedical, Inc., (Entest), a Nevada corporation which was a majority owned subsidiary
up to February 3, 2011. Significant inter-company transactions have been eliminated.
|
USE OF ESTIMATES |
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. All estimates are of a normal,
recurring nature and are required for the fair presentation of the financial statements. Actual results could differ from those
estimates.
|
CASH EQUIVALENTS |
D. CASH EQUIVALENTS
The Company considers
all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
|
PROPERTY AND EQUIPMENT |
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.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS |
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.
The Companys
financial instruments as of December 31, 2015 consisted of Securities Available for Sale consisting of 8,066,667 common shares
of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 . The fair value of Securities Available
for sale as of December 31, 2015 were valued according to the Level 1 input. The carrying amount of the financial instruments is
equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3 input.
|
INCOME TAXES |
G. INCOME TAXES
The Company accounts
for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax
assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities
using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records
a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that
some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date.
The Company applied
the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related
to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain
open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations
for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such adjustment could
be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results
of operations for the given period. As of December 31 , 2015 the Company had no uncertain tax positions, and will continue to evaluate
for uncertain positions in the future.
The Company generated
a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.
Interest and penalties
on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC
Topic 740-10-50-19.
|
BASIC EARNINGS (LOSS) PER SHARE |
H. BASIC EARNINGS
(LOSS) PER SHARE
The Financial Accounting
Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the
computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted
the provisions of ASC 260 effective from inception.
Basic net loss per
share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. All options and
convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are the same as basic
earnings per share.
|
ADVERTISING |
I. ADVERTISING
Costs associated
with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarters ended December 31, 2015.
|
X |
- DefinitionDisclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.
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3 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Deferred tax assets |
|
|
|
As of December 31, 2015 |
|
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
11,379,317 |
|
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|
|
-0- |
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|
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11,379,317 |
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3 Months Ended |
Dec. 31, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable |
|
|
|
December 31, 2015 |
|
|
|
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
$ |
14,000 |
Bio Technology Partners Business Trust (Regen) |
|
$ |
49,000 |
David R. Koos ( Company)( Note 6) |
|
$ |
87,986 |
David R. Koos ( Regen)( Note 6) |
|
$ |
50 |
The Sherman family Trust |
|
$ |
2,000 |
Bostonia Partners ( Company) |
|
$ |
75,000 |
Bostonia Partners ( Regen) |
|
$ |
119,000 |
Total |
|
$ |
347,036 |
|
Convertible Notes Payable |
Convertible Notes |
|
|
December 31, 2015 |
|
|
|
|
Scott Levine |
|
|
50,000 |
Mike and Ofie Weiner |
|
|
10,000 |
Mike and Ofie Weiner |
|
|
18,400 |
Bio Technology Partners Business Trust |
|
|
2,301 |
Star City Capital, LLC |
|
|
206,780 |
Total |
|
$ |
287,481 |
|
Notes Receivable |
|
|
December 31, 2015 |
Entest Biomedical, Inc. (Note 6) |
|
$ |
12,051 |
|
|
|
|
|
|
Notes Receivable |
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12,051 |
|
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|
3 Months Ended |
|
Dec. 31, 2015 |
Jul. 03, 2006 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Acquired share capital of Bio-Maxtrix Scientific Gruop, Inc. |
|
100.00%
|
Consideration of shares of common stock of the Company |
|
10,000,000
|
Cancelation of shares of the Company owned and held by John Lauring |
|
10,000,000
|
Percent of voting capital stock of the Company held by former stockholder of BMSG |
|
80.00%
|
Owned subsidiary, Regen BioPharma, Inc. |
15.60%
|
|
Voting power of subsidiary, Regen Bio Pharma, Inc. |
65.70%
|
|
Shares of Entest BioMedical, Inc. for Securities Available for Sale |
8,066,667
|
|
Note receivable from Entest BioMedical |
$ 12,051
|
|
Valuation allowance |
100.00%
|
|
Advertising expenses |
$ 0
|
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|
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119 Months Ended |
Dec. 31, 2015 |
Jun. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Non-cash gain upon deconsolidation ofEntest Biomedical, Inc. |
|
$ 41,645,688
|
Net Losses |
|
33,429,962
|
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|
$ 663,649
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Income Taxes (Details Narrative) - USD ($)
|
3 Months Ended |
|
Jun. 30, 2015 |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
|
Deferred tax asset |
|
$ 11,379,317
|
Net operating loss carry forwards |
|
33,468,578
|
Amount of NOL acuired in reverse aquisition fo BMSG |
|
38,616
|
Amount of NOL attributable to Bio-Matrix Scientific Group, Inc. |
|
$ 33,429,962
|
Federal Corporate income tax Rate |
34.00%
|
|
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v3.3.1.900
Related Party Transactions (Details Narrative)
|
3 Months Ended |
|
Dec. 31, 2015
USD ($)
ft²
|
Sep. 28, 2015
USD ($)
shares
|
Rental space | ft² |
2,300
|
|
Monthly Fee |
$ 5,000
|
|
License fee |
100,000
|
|
Royalties, receivable |
$ 10,000
|
|
Royalties receivable, percentage |
4.00%
|
|
Stock received as license initiian fee, shares | shares |
|
8,000,000
|
Stock received as license initiation fee, value |
|
$ 100,000
|
David Koos |
|
|
Interest rate of note receivable |
15.00%
|
|
Notes payable to related party |
$ 87,986
|
|
Regen, David Koos |
|
|
Interest rate of note receivable |
15.00%
|
|
Notes payable to related party |
$ 50
|
|
Regen |
|
|
Interest rate of note receivable |
10.00%
|
|
Notes payable to related party |
$ 12,051
|
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable (Details Narrative)
|
3 Months Ended |
Dec. 31, 2015
USD ($)
$ / shares
|
Convertible notes |
$ 287,481
|
Unamortized discount on convertible notes |
75,815
|
Notes Receivable |
$ 12,051
|
Entest Biomedical, Inc |
|
Annual interest rate |
10.00%
|
Notes Receivable |
$ 12,051
|
Bio Technology Partners Business Trust (Company) |
|
Annual interest rate |
10.00%
|
David R. Koos (Company) |
|
Annual interest rate |
15.00%
|
Bostina Partners (Regen) |
|
Notes Payable |
$ 60,000
|
Annual interest rate |
10.00%
|
Bostina Partners (Regen) (2) |
|
Notes Payable |
$ 59,000
|
Annual interest rate |
10.00%
|
Bostina Partners (Company) |
|
Notes Payable |
$ 40,000
|
Annual interest rate |
10.00%
|
Bostina Partners (Company) (2) |
|
Notes Payable |
$ 35,000
|
Annual interest rate |
10.00%
|
Star City Capital, LLC |
|
Convertible notes |
$ 206,780
|
Maturity Date |
Apr. 01, 2016
|
Convertible Note Terms |
The Holder of the
Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of the principal
face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion
Price") for each share of Common Stock equal to the greater of
(iii) fifty five percent
(55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately
preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price")
or
(iv) $0.0001.
Upon :
(i) a transfer
of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification,
capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii) any
consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then, in each case,
Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the
Conversion Price.
other than as provided
in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added to such Holders
other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Companys outstanding common
stock.
|
Beneficial conversion feature |
$ 300,000
|
Amount by which converted value exceeds principal |
$ 357,165
|
Scott Levine |
|
Annual interest rate |
12.00%
|
Convertible notes |
$ 50,000
|
Conversion price | $ / shares |
$ 0.15
|
Maturity Date |
Nov. 14, 2009
|
Mike and Ofie Weiner (1) |
|
Annual interest rate |
12.00%
|
Convertible notes |
$ 10,000
|
Conversion price | $ / shares |
$ .15
|
Maturity Date |
Mar. 03, 2010
|
Mike and Ofie Weiner (2) |
|
Annual interest rate |
12.00%
|
Convertible notes |
$ 18,400
|
Conversion price | $ / shares |
$ .15
|
Maturity Date |
Nov. 26, 2009
|
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v3.3.1.900
Stockholders Equity (Details Narrative) - $ / shares
|
3 Months Ended |
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
20,000,000
|
20,000,000
|
Preferred stock; shares issued |
2,063,821
|
2,063,821
|
Preferred stock; shares outstanding |
2,063,821
|
2,063,821
|
Common stock; par value |
$ 0.0001
|
$ 0.0001
|
Common Stock; shares authorized |
8,000,000,000
|
5,000,000,000
|
Common stock; shares issued |
4,889,065,929
|
4,232,931,345
|
Common stock; shares outstanding |
4,889,065,929
|
4,232,931,345
|
Series AA |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
100,000
|
100,000
|
Preferred stock; shares issued |
94,852
|
94,852
|
Preferred stock; shares outstanding |
94,852
|
94,852
|
Voting rights |
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 (10,0000).
|
|
Series AAA |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
1,000,000
|
1,000,000
|
Preferred stock; shares issued |
40,000
|
40,000
|
Preferred stock; shares outstanding |
40,000
|
40,000
|
Voting rights |
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 one hundred thousand (100,0000).
|
|
Series B |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
2,000,000
|
2,000,000
|
Preferred stock; shares issued |
725,409
|
725,409
|
Preferred stock; shares outstanding |
725,409
|
725,409
|
Voting rights |
With respect to each matter submitted
to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of
votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).
|
|
Non-Voting |
|
|
Preferred stock; par value |
$ 1
|
|
Preferred stock; shares authorized |
200,000
|
|
Preferred stock; shares issued |
0
|
|
Preferred stock; shares outstanding |
0
|
|
Conversion terms |
Each Non Voting Convertible
Preferred Stock shall convert at the option of the holder into shares of the corporations common stock at a conversion price
equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt
by the corporation of the holders intent to convert.
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Commitments and Contingencies (Details Narrative)
|
1 Months Ended |
3 Months Ended |
|
|
Aug. 31, 2012
USD ($)
|
Dec. 31, 2015
USD ($)
ft²
|
Feb. 02, 2015
USD ($)
|
Apr. 12, 2013
USD ($)
shares
|
Commitments and Contingencies Disclosure [Abstract] |
|
|
|
|
Cancellation of company common shares held by Plaintiff | shares |
|
|
|
103,030,303
|
Satisfaction of convertible indebtedness held by Plaintiff |
|
|
|
$ 17,000
|
Limitation on conversion of outstanding common stock |
|
|
|
9.99%
|
Convertible Note to plaintiff, payable April 1, 2016 |
|
|
$ 300,000
|
|
Payment for consideration of note conversion |
|
|
$ 52,500
|
|
Conversion discount rate |
|
|
55.00%
|
|
Settlement with PRI Parties, payment per month |
$ 1,000
|
|
|
|
Rental space | ft² |
|
2,300
|
|
|
Monthly Fee |
|
$ 5,000
|
|
|
X |
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v3.3.1.900
Stock Transactions (Details Narrative) - USD ($)
|
3 Months Ended |
|
|
|
|
|
|
Dec. 31, 2015 |
Dec. 29, 2015 |
Dec. 15, 2015 |
Nov. 20, 2015 |
Oct. 28, 2015 |
Oct. 02, 2015 |
Sep. 30, 2015 |
Shares issued for cash, shares |
4,889,065,929
|
|
|
|
|
|
4,232,931,345
|
Value of shares issued |
$ 488,905
|
|
|
|
|
|
$ 423,292
|
Preferred stock issued |
2,063,821
|
|
|
|
|
|
2,063,821
|
Preferred stock value |
$ 207
|
|
|
|
|
|
$ 207
|
Common Stock |
|
|
|
|
|
|
|
Common stock issued in satisfaction of convertible debt |
|
|
273,476,806
|
|
|
382,657,778
|
|
Amount of convertible debt satisfied |
|
|
$ 30,082
|
|
|
$ 63,138
|
|
Common Stock | Regen |
|
|
|
|
|
|
|
Shares issued for cash, shares |
|
4,000,000
|
|
2,200,000
|
3,333,334
|
|
|
Value of shares issued |
|
$ 100,000
|
|
$ 55,000
|
$ 166,667
|
|
|
Series A | Regen |
|
|
|
|
|
|
|
Preferred stock issued |
|
4,000,000
|
|
2,200,000
|
1,666,667
|
|
|
Preferred stock value |
|
$ 100,000
|
|
$ 55,000
|
$ 83,333
|
|
|
Stock issued for services |
400,000
|
|
|
|
|
|
|
Series A | Regen | Dr. Harry Lander |
|
|
|
|
|
|
|
Preferred stock issued |
|
|
|
|
11,000,000
|
|
|
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