United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form
10-K/A
Amendment
No. 2
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the fiscal year ending September 30, 2015
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commision
File Number: 000-32201
BIO-MATRIX
SCIENTIFIC GROUP, INC. |
(Name
of small business issuer in its charter) |
|
|
|
Delaware |
|
33-0824714 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
|
4700
Spring Street, Suite 304, La Mesa, California, 91942 |
(Address
of Principal executive offices) |
|
(619)
702-1404 |
(Registrant’s
telephone number) |
|
Securities
registered pursuant to Section 12(b) of the Exchange Act: |
|
None |
|
None |
(Title
of Each Class to be so Registered) |
|
(Name
of each exchange on which registered) |
|
|
Title
of Each Class
to
be so Registered: |
Name
of each exchange on which registered: |
None |
None |
|
|
Securities
registered under Section 12(g) of the Act: |
|
Common
Stock, Par Value $0.0001 |
|
(Title
of Class) |
|
|
|
|
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
☐ No ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by
reference in Part III of this Form 10-K or amendment to Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small
reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
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 Exchange Act).
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
As
of March 31, 2015, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant,
based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market was approximately
$1,980,106. For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders
are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other
purpose.
Number
of shares outstanding of the issuer's classes of common stock as of December 29, 2015:
4,889,075,005
In
this annual report, the terms “Bio-Matrix Scientific Group Inc.”, “Company”, “us”,
“we”, or “our”, unless the context otherwise requires, mean Bio-Matrix Scientific Group, Inc., a
Delaware corporation, and its subsidiaries.
This
annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or
forecasts of future events. All statements other than statements of current or historical fact contained in this annual report,
including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,”
“projects,” “ongoing,” “expects,” “management believes,” “we believe,”
“we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject
to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially
different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The
Company has based these forward-looking statements largely on its current expectations and projections about future events and
financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.
The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions
due to a number of factors, including:
• |
dependence
on key personnel; |
• |
competitive
factors; |
• |
degree
of success of research and development programs |
• |
the
operation of our business; and |
• |
general
economic conditions |
These
forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained
in this annual report.
EXPLANATORY
NOTE
THIS
AMENDMENT NO.2 TO BIO-MATRIX SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER
30, 2015 (“FORM 10-K”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF THE FORM 10K.(“ORIGINAL FILING”)
ITEM
8
ITEM
9A
SIGNATURES
THE
COMPANY HAS NOT MODIFIED OR UPDATED DISCLOSURES PRESENTED IN THE ORIGINAL FILING, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS
AMENDMENT DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES
AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS SPECIFICALLY REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED
AND REFLECTS THE DISCLOSURES MADE AT THE TIME OF THE ORIGINAL FILING.
Item
8. Financial Statements and Supplementary Data
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Bio-Matrix
Scientific Group, Inc.
We
have audited the accompanying balance sheets of Bio-Matrix Scientific Group, Inc as of September 30, 2015 and 2014, and the related
statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years
in the two-year period ended September 30, 2015. Bio-Matrix Scientific Group, Inc’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bio-Matrix
Scientific Group, Inc as of September 30, 2015 and 2014, and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the financial statements, the Company has minimal revenues, has negative working capital at September 30, 2015, has
incurred recurring losses and recurring negative cash flow from operating activities which raises substantial doubt about its
ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/
Seale and Beers, CPAs
Seale
and Beers, CPAs
Las
Vegas, Nevada
January
4, 2016
BIOMATRIX SCIENTIFIC GROUP, INC. | |
| |
|
CONSOLIDATED BALANCE SHEET | |
| |
|
| |
| |
|
| |
As
of September 30, 2015 | |
As
of September 30, 2014 |
| |
| |
|
| |
| |
|
ASSETS | |
| |
|
CURRENT ASSETS | |
| | | |
| | |
Cash | |
| 76,355 | | |
| 502 | |
Prepaid
Expenses | |
| 25,000 | | |
| 15,000 | |
Note
Receivable | |
| 12,051 | | |
| 10,422 | |
Interest
Receivable | |
| 1,381 | | |
| 233 | |
Total
Current Assets | |
| 114,787 | | |
| 26,157 | |
| |
| | | |
| | |
| |
| | | |
| | |
OTHER ASSETS | |
| | | |
| | |
Deposits | |
| 4,200 | | |
| 4,200 | |
Available
for Sale Securities | |
| 159,720 | | |
| 3,000 | |
Total
Other Assets | |
| 163,920 | | |
| 7,200 | |
| |
| | | |
| | |
TOTAL ASSETS | |
| 278,707 | | |
| 33,357 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts
Payable | |
| 167,977 | | |
| 158,492 | |
Notes
Payable | |
| 400,336 | | |
| 379,233 | |
Bank
Overdraft | |
| 0 | | |
| 6,137 | |
Accrued
Payroll | |
| 738,095 | | |
| 587,094 | |
Accrued
Payroll Taxes | |
| 44,485 | | |
| 51,117 | |
Accrued
Interest | |
| 324,750 | | |
| 271,495 | |
Accrued
Rent | |
| 10,000 | | |
| | |
Accrued
Expenses | |
| 5,000 | | |
| 5,000 | |
Convertible
Note Payable Net of Unamortized Discount | |
| 231,507 | | |
| 97,701 | |
Due
to Affiliate | |
| 0 | | |
| 0 | |
Due
to Subsidiary Shareholder | |
| 0 | | |
| | |
Current
portion, note payable to affiliated party | |
| 1,000 | | |
| 1,000 | |
Total
Current Liabilities | |
| 1,923,150 | | |
| 1,557,269 | |
| |
| | | |
| | |
Total
Liabilities | |
| 1,923,150 | | |
| 1,557,269 | |
| |
| | | |
| | |
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 September 30, 2014 | |
| 207 | | |
| 207 | |
Series
AA Preferred ($0.0001 par value) 100,000 shares autorized | |
| | | |
| | |
94,852
issued and outstanding as of September 30, 2015 and | |
| | | |
| | |
September
30, 2014 | |
| 9 | | |
| 9 | |
Series
AAA Preferred ($0.0001 par value) 1,000,000 shares authorized | |
| | | |
| | |
40,000
shares issued and aiutstanding as of September 30, 2015 and September 30, 2014 | |
| 4 | | |
| 4 | |
Series
B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; | |
| | | |
| | |
725,409
issued and outstanding as of September 30, 2014 and | |
| | | |
| | |
September 30,2015
respectively | |
| 73 | | |
| 73 | |
Common
Stock ($.0001 par value) 5,000,000,000 shares authorized; | |
| | | |
| | |
4,232,931,345 and 3,079,900,942
issued and outstanding as of | |
| | | |
| | |
September 30,
2015 and September 30 , 2014 respectively | |
| 423,292 | | |
| 307,989 | |
Non
Voting Converible Preferred Stock ($1 Par value) | |
| | | |
| | |
200,000
shares authorized; 0 shares issued and outstanding | |
| | | |
| | |
as
of September 30, 2015 and September 30, 2014 | |
| 0 | | |
| 0 | |
Additional
Paid in capital | |
| 29,004,809 | | |
| 16,510,439 | |
Contributed
Capital | |
| 509,355 | | |
| 509,355 | |
Retained
Earnings (Deficit) | |
| 9,704,398 | | |
| 22,461,356 | |
Accumulated
Other Comprehensive Income (Loss) | |
| (41,368,641 | ) | |
| (41,333,361 | ) |
Total
Stockholders' Equity (Deficit)Biomatrix Scientific Group, Inc. | |
| (1,726,494 | ) | |
| (1,543,929 | ) |
Noncontrolling
Interest in subsidiary | |
| 82,050 | | |
| 20,017 | |
Total
Stockholders' Equity | |
| (1,644,444 | ) | |
| (1,523,912 | ) |
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT) | |
| 278,707 | | |
| 33,357 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO MATRIX SCIENTIFIC GROUP,INC | |
|
CONSOLIDATED STATEMENT OF OPERATIONS | |
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
| Year
ended 9/30/2015 | | |
| Year
ended 9/30/2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
REVENUES | |
| 192,000 | | |
| 0 | |
| |
| | | |
| | |
COST AND EXPENSES | |
| | | |
| | |
Research
and Development | |
| 282,295 | | |
| 23,867 | |
General
and Administrative | |
| 1,430,553 | | |
| 599,234 | |
Consulting
and Professional Fees | |
| 587,470 | | |
| 246,214 | |
Rent | |
| 58,071 | | |
| 0 | |
Total
Costs and Expenses | |
| 2,358,389 | | |
| 869,315 | |
| |
| | | |
| | |
OPERATING LOSS | |
| (2,166,389 | ) | |
| (869,315 | ) |
| |
| | | |
| | |
OTHER INCOME &
(EXPENSES) | |
| | | |
| | |
Interest
Income | |
| 1,148 | | |
| 233 | |
Interest
Expense | |
| (56,063 | ) | |
| (35,136 | ) |
Other
Income | |
| | | |
| | |
Loss on Settlement
of Debt through Equity Issuance below Fair value | |
| (942,015 | ) | |
| (1,112,230 | ) |
Loss
on Settlement of Debt through issuance of Common Shares of Regen Biopharma, Inc. below fair value | |
| (9,191,857 | ) | |
| 0 | |
Interest
Expense attributable to amortization of discount | |
| (150,806 | ) | |
| 0 | |
Expense
Related to issuance of Convertible Debt to Star City | |
| (247,500 | ) | |
| 0 | |
Preferred
Shares of Regen Biopharma, Inc. issued pursuant | |
| | | |
| | |
to
contractual obligations | |
| (3,475 | ) | |
| 0 | |
Other
Income | |
| 0 | | |
| 490 | |
Other
Expenses | |
| 0 | | |
| (65,000 | ) |
Total Other Income
& (Expense) | |
| (10,590,568 | ) | |
| (1,211,643 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) | |
| (12,756,958 | ) | |
| (2,080,958 | ) |
Less: |
| |
| | | |
| |
(Net
Income) Loss attributable to noncontrolling interest Regen Biopharma, Inc. | |
| 8,977,733 | | |
| 226,234 | |
| |
| | | |
| | |
NET INCOME (LOSS) available
to common shareholders | |
| (3,779,225 | ) | |
| (1,854,724 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
BASIC AND
FULLY DILUTED | |
| | | |
| | |
EARNINGS
(LOSS) | |
$ | (0.001 | ) | |
| (0.001 | ) |
Weighted average
number of shares outstanding | |
| 2,855,088,489 | | |
| 2,865,048,153 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO MATRIX SCIENTIFIC GROUP,INC | |
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME | |
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
| Year
ended 9/30/2015 | | |
| Year
ended 9/30/2014 | |
| |
| | | |
| | |
Net Income (Loss) | |
$ | (12,756,958 | ) | |
$ | (2,080,958 | ) |
Add: | |
| | | |
| | |
Unrealized Gains on
Securities | |
| | | |
| – | |
Less: | |
| | | |
| | |
Unrealized Losses
on Securities | |
| | | |
| | |
Total Other Comprehensive Income (Loss) | |
| (35,280 | ) | |
| (4,000 | ) |
Comprehensive Income | |
$ | (12,792,238 | ) | |
$ | (2,084,958 | ) |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX SCIENTIFIC GROUP,
INC. | |
| |
|
CONSOLIDATED STATEMENT OF CASH
FLOWS | |
| |
|
| |
| |
|
| |
| |
|
| |
Year
Ended | |
Year
Ended |
| |
September
30, 2015 | |
September
30, 2014 |
| |
| |
|
CASH FLOWS FROM OPERATING
ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Net Income
(loss) | |
| (12,756,958 | ) | |
| (2,080,958 | ) |
Adjustments to reconcile
net Income to net cash | |
| | | |
| | |
(used
in) provided by operating activities: | |
| | | |
| | |
Stock
issued by licensee to subsidiary in payment of services | |
| (192,000 | ) | |
| | |
Stock
issued for services rendered by consultants | |
| | | |
| 26,180 | |
Stock
issued for interest | |
| | | |
| 3,570 | |
Stock
issued for expenses | |
| | | |
| 48,000 | |
Interest
Expense attributable to amortization of discount | |
| 150,806 | | |
| | |
| |
| | | |
| | |
Changes in operating
assets and liabilities: | |
| | | |
| | |
(Increase)
decrease in prepaid expenses | |
| (10,000 | ) | |
| | |
Increase
(Decrease) in Accounts Payable | |
| 9,484 | | |
| 19,920 | |
Increase
(Decrease) in Accrued Expenses | |
| 207,624 | | |
| 12,397 | |
Increase
(Decrease) in bank Overdraft | |
| (6,137 | ) | |
| 6,137 | |
(Increase)
Decrease in Interest Receivable | |
| (1,148 | ) | |
| (233 | ) |
Increase
(Decrease) in Due to Affiliate | |
| | | |
| (34,895 | ) |
(Increase)
Decrease in Note Recievable | |
| (1,629 | ) | |
| (10,422 | ) |
| |
| | | |
| | |
Net Cash Provided by
(Used in) Operating | |
| | | |
| | |
Activities | |
| (12,599,958 | ) | |
| (2,010,304 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING
ACTIVITIES | |
| | | |
| | |
Preferred
Stock issued for Cash | |
| | | |
| 100000 | |
Common
Stock issued for cash | |
| | | |
| | |
Common
Stock issued for Debt | |
| | | |
| | |
Common
Stock issued for Accrued Salaries | |
| | | |
| | |
Preferred
Stock issued for Accrued Salaries | |
| | | |
| | |
Common
Stock issued pursuant to Contractual | |
| | | |
| | |
Obligations | |
| | | |
| | |
Additional
paid in Capital | |
| 1,010,650 | | |
| 300,000 | |
Increase
( Decrease) in due to shareholder | |
| 0 | | |
| | |
Stock
in subsidiary sold for cash | |
| 50,000 | | |
| | |
Principal
borrowings (repayments) on notes and | |
| | | |
| | |
Convertible
Debentures | |
| 208,603 | | |
| 316,862 | |
Principal
borrowings ( repayments) on Convertible Debentures | |
| 1,272,686 | | |
| | |
(Increase)
Decrease in Deferred Financing Costs | |
| | | |
| 65000 | |
Loss
on Settlement of Debt through Equity Issuance | |
| 10,133,872 | | |
| 1,112,230 | |
| |
| | | |
| | |
Net Cash Provided by
(Used in) Financing | |
| | | |
| | |
Activities | |
| 12,675,811 | | |
| 1,894,092 | |
| |
| | | |
| | |
Net Increase (Decrease)
in Cash | |
| 75,853 | | |
| (116,212 | ) |
| |
| | | |
| | |
Cash at Beginning of Period | |
| 502 | | |
| 116,714 | |
| |
| | | |
| | |
Cash at End of Period | |
| 76,355 | | |
| 502 | |
| |
| | | |
| | |
Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
Common
Shares Issued for Debt | |
$ | 157,500 | | |
$ | 158,000 | |
Common
Shares of Regen Biopharma, inc. Issued for Debt | |
$ | 1,002,686 | | |
| | |
| |
| | | |
| | |
Cash
paid for Interest | |
$ | 0 | | |
$ | 0 | |
Cash
paid for Income tax | |
$ | 0 | | |
$ | 0 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX
SCIENTIFIC GROUP INC. AND SUBSIDIARIES | |
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Consolidated
Statements of Stockholders' Equity | |
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For
the Years Ended September 30, 2014 and 2015 | |
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| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
|
| |
| |
| Series
AA Preferred
| | |
| Series
B Preferred
| | |
| Series
AAA Preferred
| | |
| Preferred | | |
| Common
| | |
|
Nonvoting
Convertible Preferred Shares
| | |
| | | |
| | | |
| |
| | | |
| | | |
| |
Total |
| |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares
| | |
| Amount
| | |
| Shares
| | |
| Amount
| | |
| Shares
| | |
| Amount | | |
| Additional
Paid-in Capital
| | |
| Retained
Earnings
| | |
Deficit
Attributable to non-controlling interest
| |
| Non-controlling
Interest
| | |
| Contributed
Capital
| | |
Accumulated
Other Comprehensive Income (Loss)
|
Balance
September 30, 2013 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 2,390,304,145 | | |
| 239,029 | | |
| 0 | | |
| 0 | | |
| 14,845,671 | | |
| 24,542,314 | | |
| |
| 5,765 | | |
| 509,355 | | |
(41,329,361) | |
(1,186,934) |
10/14/2013 | |
Common Shares issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 120,000,000.0 | | |
| 12,000.0 | | |
| | | |
| | | |
| 32,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
44,500.0 |
11/4/2013 | |
Common Shares issued
to Consultant | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000.0 | | |
| 20.0 | | |
| | | |
| | | |
| 360.0 | | |
| | | |
| |
| | | |
| | | |
| |
380.0 |
11/13/2013 | |
Common Shares issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 120,000,000.0 | | |
| 12,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
12,000.0 |
12/5/2013 | |
Common Shares issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 150,000,000.0 | | |
| 15,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
12/5/2013 | |
Common Shares issued
to vendor | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 30,000,000.0 | | |
| 3,000.0 | | |
| | | |
| | | |
| 45,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
48,000.0 |
10/14/2013 | |
Common Stock of subsidiary issued
for Cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
11/15/2013 | |
Common Stock of subsidiary
issued for Cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
12/12/2013 | |
Common Stock of subsidiary
issued for Cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
| |
Loss recognized on
issuance of shares for less than Fair Value | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 648,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
648,500.0 |
| |
Net Loss October 1 2013 to December 31 2013 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (920,888.0 | ) | |
| |
| | | |
| | | |
| |
(920,888.0) |
| |
Accumulated Other Comprehensive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(4,000.0) | |
(4,000.0) |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (6,597.0 | ) | |
| | | |
| |
| 6,597.0 | | |
| | | |
| |
0.0 |
Balance
December 31, 2013 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 2,810,504,145.0 | | |
| 281,049.5 | | |
| 0.0 | | |
| 0.0 | | |
| 15,865,434.0 | | |
| 23,621,426.0 | | |
| |
| 12,362.0 | | |
| | | |
(41,333,361.0) | |
(1,043,441.7) |
1/23/2014 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 140,000,000.0 | | |
| 14,000.0 | | |
| | | |
| | | |
| 70.0 | | |
| | | |
| |
| | | |
| | | |
| |
14,070.0 |
1/28/2014 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 500,000.0 | | |
| 50.0 | | |
| | | |
| | | |
| 950.0 | | |
| | | |
| |
| | | |
| | | |
| |
1,000.0 |
| |
Loss recognized on
issuance of shares for less than Fair Value | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 336,230.0 | | |
| | | |
| |
| | | |
| | | |
| |
336,230.0 |
| |
Net Loss January 1 2014 to March 31
2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (529,555.0 | ) | |
| |
| | | |
| | | |
| |
(529,555.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
8,000.0 | |
8,000.0 |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (82,664.0 | ) | |
| | | |
| |
| 82,664.0 | | |
| | | |
| |
0.0 |
Balance
March 31, 2014 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,951,004,145.0 | | |
| 295,099.5 | | |
| 0.0 | | |
| 0.0 | | |
| 16,120,020.0 | | |
| 23,091,871.0 | | |
| |
| 95,026.0 | | |
| | | |
(41,325,361.0) | |
(1,213,696.7) |
| |
Net Loss January 1 2014 to March 31
2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (246,447.0 | ) | |
| |
| | | |
| | | |
| |
(246,447.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(6,000.0) | |
(6,000.0) |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 47,466.0 | | |
| | | |
| |
| (47,466.0 | ) | |
| | | |
| |
0.0 |
Balance
June 30, 2014 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 2,951,004,145.0 | | |
| 295,099.5 | | |
| 0.0 | | |
| 0.0 | | |
| 16,167,486.0 | | |
| 22,845,424.0 | | |
| |
| 47,560.0 | | |
| | | |
(41,331,361.0) | |
(1,466,143.7) |
7/1/2014 | |
Common Shares issued
for cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 45,000,000.0 | | |
| 4,500.0 | | |
| | | |
| | | |
| 95,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
8/12/2014 | |
Common Shares issued
to consultant | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,896,797.0 | | |
| 890.0 | | |
| | | |
| | | |
| 24,910.0 | | |
| | | |
| |
| | | |
| | | |
| |
25,800.0 |
8/18/2014 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 37,500,000.0 | | |
| 3,750.0 | | |
| | | |
| | | |
| 33,750.0 | | |
| | | |
| |
| | | |
| | | |
| |
37,500.0 |
8/27/2014 | |
Common
Stock issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 37,500,000.0 | | |
| 3,750.0 | | |
| | | |
| | | |
| 33,750.0 | | |
| | | |
| |
| | | |
| | | |
| |
37,500.0 |
| |
Loss
recognized on issuance of shares for less than fair value | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 127,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
127,500.0 |
| |
Net Loss July 1 2014 to September 30 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (384,068.0 | ) | |
| |
| | | |
| | | |
| |
(384,068.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(2,000.0) | |
(2,000.0) |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 27,543.0 | | |
| | | |
| |
| (27,543.0 | ) | |
| | | |
| |
0.0 |
Balance
September 30, 2014 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 3,079,900,942.0 | | |
| 307,989.5 | | |
| 0.0 | | |
| 0.0 | | |
| 16,510,439.0 | | |
| 22,461,356.0 | | |
| |
| 20,017.0 | | |
| 509,355.0 | | |
(41,333,361.0) | |
(1,523,911.7) |
10/1/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000,000.0 | | |
| 10,000.0 | | |
| | | |
| | | |
| 27,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
37,500.0 |
10/9/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000,000.0 | | |
| 10,000.0 | | |
| | | |
| | | |
| 25,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
35,000.0 |
10/31/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000,000.0 | | |
| 20,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
12/09/2014
issuance 100m to Sherm $10,000 of debt | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000,000.0 | | |
| 10,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
10,000.0 |
12/29/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 150,000,000.0 | | |
| 15,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
| |
sale of owned and issued
shares of Regen Biopharma, Inc. during quarter ended 12/31/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
50,000.0 |
10/30/2014 | |
Shares of subsidiary
issued to consultant | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 22,440.0 | | |
| | | |
| |
| | | |
| | | |
| |
22,440.0 |
| |
Net Loss October 1, 2014 to December 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (856,892.0 | ) | |
| |
| | | |
| | | |
| |
(856,892.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(2,000.0) | |
(2,000.0) |
| |
Loss on issuance of
securities for less than fair value during the quarter ended 12/31/2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 587,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
587,500.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 55,786.0 | | |
| | | |
| |
| (55,786.0 | ) | |
| | | |
| |
0.0 |
Balance
December 31, 2014 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 3,729,900,942.0 | | |
| 372,989.5 | | |
| 0.0 | | |
| 0.0 | | |
| 17,278,665.0 | | |
| 21,604,464.0 | | |
| |
| (35,769.0 | ) | |
| 509,355 | | |
(41,335,361.0) | |
(1,605,363.7) |
2/10/2015 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 103,030,303.0 | | |
| 10,303.0 | | |
| | | |
| | | |
| 6,697.0 | | |
| | | |
| |
| | | |
| | | |
| |
17,000.0 |
2/27/2015 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000,000.0 | | |
| 20,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
| |
sale of owned and issued
shares of Regen Biopharma, Inc. during quarter ended 3/31/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 20,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
3/6/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 140,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
140,000.0 |
3/6/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 63,739.0 | | |
| | | |
| |
| | | |
| | | |
| |
63,739.0 |
3/6/1015 | |
Common Shares of subsidiary
issued for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 558,575.0 | | |
| | | |
| |
| | | |
| | | |
| |
558,575.0 |
3/9/2015 | |
Common Shares of subsidary issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 175,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
175,000.0 |
3/17/2015 | |
Common Shares of subsidary
issued for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
50,000.0 |
3/26/2015 | |
Common Shares of subsidiary issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
| |
Preferred Shares of
subsidiary issued for Purchase of Patent | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100.0 | | |
| | | |
| |
| | | |
| | | |
| |
100.0 |
3/17/2015 | |
Preferred Shares of
subsidiary issued pursuant to contractual obligations | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,154.0 | | |
| | | |
| |
| | | |
| | | |
| |
3,154.0 |
3/26/2015 | |
Preferred Shares of
subsidiary issued to Consultants for Services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 420.0 | | |
| | | |
| |
| | | |
| | | |
| |
420.0 |
| |
Recognition of Beneficial
Conversion Feature, Convertible Note | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 300,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
300,000.0 |
| |
Loss due to issuance
of securities for less than fair value recognized during the quarter ended 3/31/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,393,947.0 | | |
| | | |
| |
| | | |
| | | |
| |
8,393,947.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (467,943.0 | ) | |
| | | |
| |
| 467,943.0 | | |
| | | |
| |
0.0 |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
1,000.0 | |
1,000.0 |
| |
Regen Restricted
Stock Award compensation expense recognized during Quarter ended March 31, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 132,602.0 | | |
| | | |
| |
| | | |
| | | |
| |
132,602.0 |
| |
Net Loss January 1 2015 to March 31
2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (9,344,958.0 | ) | |
| |
| | | |
| | | |
| |
(9,344,958.0) |
Balance
March 31, 2015 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 4,032,931,245.0 | | |
| 403,292.5 | | |
| 0.0 | | |
| 0.0 | | |
| 26,754,956.0 | | |
| 12,259,506.0 | | |
| |
| 432,174.0 | | |
| 509,355 | | |
(41,334,361.0) | |
(974,784.7) |
4/13/2015 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000,000.0 | | |
| 20,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
4/14/2015 | |
common Shares of subsidiary
issued for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 40,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
40,000.0 |
4/14/2015 | |
Preferred Shares of
subsidiary issued pursuant to contractual obligations | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 143.0 | | |
| | | |
| |
| | | |
| | | |
| |
143.0 |
5/12/2104 | |
Common Shares of subsidiary
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 15,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
5/18/2015 | |
Common Shares of subsidiary
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 15,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
5/19/2015 | |
Preferred Shares of
subsidiary issued to Consultants for Services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 20.0 | | |
| | | |
| |
| | | |
| | | |
| |
20.0 |
5/19/2015 | |
Common Shares of subsidiary
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
50,000.0 |
5/19/2015 | |
Preferred Shares of
subsidiary issued pursuant to contractual Obligations | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 178.0 | | |
| | | |
| |
| | | |
| | | |
| |
178.0 |
| |
Loss due to issuance
of securities for less than fair value recognized during the quarter ended 6/30/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,077,425.0 | | |
| | | |
| |
| | | |
| | | |
| |
1,077,425.0 |
| |
Regen Restricted Stock
Award compensation expense recognized during Quarter ended June 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 247,588.0 | | |
| | | |
| |
| | | |
| | | |
| |
247,588.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 216,981.0 | | |
| | | |
| |
| (216,981.0 | ) | |
| | | |
| |
0.0 |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
1,000.0 | |
1,000.0 |
| |
Net Loss April 1 2015 to June 30
2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,829,173.0 | ) | |
| |
| | | |
| | | |
| |
(1,829,173.0) |
Balance
June 30, 2015 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 4,232,931,245.0 | | |
| 423,292.5 | | |
| 0.0 | | |
| 0.0 | | |
| 28,417,291.0 | | |
| 10,430,333.0 | | |
| |
| 215,193.0 | | |
| 509,355.0 | | |
(41,333,361.0) | |
(1,337,603.7) |
7/1/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 61,836.0 | | |
| | | |
| |
| | | |
| | | |
| |
61,836.0 |
8/17/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 19,941.0 | | |
| | | |
| |
| | | |
| | | |
| |
19,941.0 |
8/19/2015 | |
Preferred Shares of
subsidiary issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 10.0 | | |
| | | |
| |
| | | |
| | | |
| |
10.0 |
9/18/2015 | |
Common Shares of subsidiary
issued for cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 33,333.0 | | |
| | | |
| |
| | | |
| | | |
| |
33,333.0 |
9/18/2015 | |
Preferred Shares
of subsidiary issued for cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 16,667.0 | | |
| | | |
| |
| | | |
| | | |
| |
16,667.0 |
| |
Regen Restricted Stock
Award compensation expense recognized during Quarter ended September 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 247,588.0 | | |
| | | |
| |
| | | |
| | | |
| |
247,588.0 |
| |
Loss due to issuance
of securities for less than fair value recognized during the quarter ended 9/30/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 75,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
75,000.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 133,143.0 | | |
| | | |
| |
| (133,143.0 | ) | |
| | | |
| |
0.0 |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(35,280.0) | |
(35,280.0) |
| |
Net Loss July 1 2015 to September 30
2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (725,935.0 | ) | |
| |
| | | |
| | | |
| |
(725,935.0) |
Balance
September 30, 2015 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 4,232,931,245.0 | | |
| 423,292.5 | | |
| 0.0 | | |
| 0.0 | | |
| 29,004,809.0 | | |
| 9,704,398.0 | | |
| |
| 82,050.0 | | |
| 509,355 | | |
(41,368,641.0) | |
(1,644,443.7) |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
The
accompanying Notes are an integral part of these Financial Statements |
BIO-MATRIX
SCIENTIFIC GROUP, INC.
Notes
to consolidated Financial Statements
As
of September 30, 2015
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 The Company holds 18.3% of the equity and 70% of the voting power of Regen
BioPharma, Inc.
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 September 30, 2015 consisted of Securities Available for Sale consisting of 8066667
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 September 30, 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 September 30, 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 quarter ended September
30, 2015 and the year ended September 30, 2014 respectively.
J. REVENUE
RECOGNITION
Sales of
products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery
has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically
met upon the prepayment or invoicing and shipment of products.
The Company
determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees.
The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization
of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company
recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company
bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual
obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order
for that revenue to have been earned by the Company.
NOTE
2. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE
3. OPTIONS AND WARRANTS
As
of September 30, 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 $31,277,641 excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period
from August 2, 2005 (inception) through September 30, 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 March 31, 2015 Regen Biopharma Inc. raised $775,000 through the issuance of convertible debt.
During
the quarter ended June 30, 2015 Regen Biopharma Inc. raised $90,000 through the issuance of convertible debt.
During
the quarter ended September 30, 2015 Regen Biopharma, Inc. raised $50,000 through the issuance of 333,333 units of securities
of Regen Biopharma, Inc. (“Units”) with each Unit consisting of 2 common shares and one share of Regen Biopharma,
Inc.’s Series A Preferred Stock .
NOTE
5. INCOME TAXES
As
of September 30, 2015
Deferred
tax assets: | |
| | |
Net
operating tax carry forwards | |
$ | 10,647,527 | |
Other | |
| -0- | |
Gross
deferred tax assets | |
| 10,647,527 | |
Valuation
allowance | |
| (10,647,527 | |
| |
| | |
Net
deferred tax assets | |
$ | -0- | |
As
of September 30, 2015 the Company has a Deferred Tax Asset of 10,647,527 completely attributable to net operating
loss carry forwards of approximately $31,316,257 ( 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)
$31,277,641 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 September 30, 2015 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the
amount of $141,286. 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 September 30, 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 September 30, 2015 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051lent 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
| |
September
30, 2014 |
| |
| | |
Bio
Technology Partners Business Trust (Company) | |
| 35,000 | |
David
R. Koos ( Company)( Note 6) | |
| 189,065 | |
David
R. Koos ( Regen)( Note 6) | |
| 30,168 | |
The
Sherman family Trust | |
| 125,000 | |
Total | |
$ | 379,233 | |
| |
September
30, 2015 |
| |
| | |
Bio
Technology Partners Business Trust (Company) | |
| 14,000 | |
Bio
Technology Partners Business Trust (Regen) | |
| 84,000 | |
David
R. Koos ( Company)( Note 6) | |
| 141,286 | |
David
R. Koos ( Regen)( Note 6) | |
| 50 | |
The
Sherman family Trust | |
| 2,000 | |
Bostonia
Partners ( Company) | |
| 40,000 | |
Bostonia
Partners ( Regen) | |
| 119,000 | |
Total | |
$ | 400,336 | |
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. These
amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $500,000 or so much thereof
as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion and pursuant to
a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may be disbursed
to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
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. These amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of
$700,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute
discretion and pursuant to a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much
thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
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. These
amount was loaned pursuant to a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much
thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
$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.
As
of September 30, 2015 the weighted average interest rate on all debt due and payable in one year or less was 11.7% As of September
30, 2014 the weighted average interest rate on all debt due and payable in one year or less was 9.5%
CONVERTIBLE
NOTES PAYABLE SEPTEMBER 30, 2015
| | | |
|
$ | 50,000 | | |
Scott
Levine |
$ | 10,000 | | |
Mike
and Ofie Weiner |
$ | 18,400 | | |
Mike
and Ofie Weiner |
$ | 2,301 | | |
Bio
Technology Partners Business Trust |
$ | 300,000 | | |
Star
City Capital, LLC |
$ | 380,701 | | |
Total |
$300,000
due and payable to Starcity Capital LLC (“Note”) bears no interest, is payable on April1, 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 September 30, 2015 is $245,454.
$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 September 30, 2014 the unamortized discount on convertible notes outstanding is $0.
As
of September 30, 2015 the unamortized discount on convertible notes outstanding is $ 149,193.
CONVERTIBLE
NOTES ISSUED BY REGEN BIOPHARMA, INC.
During
the quarter ended March 31, 2015 Regen Biopharma, Inc. issued Convertible Notes ( “Notes”) with an aggregate face
value of $882,686 . Consideration for these Notes consisted of:
|
(b) |
Satisfaction
of $107,686 of existing indebtedness: |
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears
simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price
(as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter Bulletin
Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing
bid price of such security on the principal securities exchange or trading market where such security is listed or traded or,
if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of
any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If
the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be
the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on which the
Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on
which the Common Shares are then being traded. “Trading Volume” shall mean the number of shares traded on such Trading
Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends,
rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating
to the Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading
Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen Biopharma, Inc. by
the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of Regen Biopharma, Inc. for each share of Common Stock received through
conversion.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of Regen Biopharma, Inc.’s Series A Preferred shares
were issued to Noteholders pursuant to the terms and conditions of the Notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma,
Inc.’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in
fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying
amount on the balance sheet is adjusted by the change.
Regen
Biopharma, Inc. values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of
$2,368,685 was recognized by Regen Biopharma, Inc.. This liability was eliminated prior to the end of Regen Biopharma, Inc.’s
second quarter as a result of the full conversion of all Notes prior to the end of Regen Biopharma, Inc.’s second quarter.
During
the quarter ended June 30, 2015 the Regen Biopharma, Inc. issued Convertible Notes ( “Notes”) with an aggregate face
value of $90,000 . Consideration for these Notes consisted of $90,000.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent the lower of (1) a 65% discount to the lowest
Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on
the latest complete Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting
Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security,
the closing bid price of such security on the principal securities
exchange
or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of
the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date
in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender.
“Trading Day” shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal
securities exchange or other securities market on which the Common Shares are then being traded. “Trading Volume”
shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be
equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary
distributions and similar events by Regen relating to the Lender’s securities.
Or
(2)
$0.03 per share
Principal
and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shall remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of the Company for each share of Common Stock received through conversion.
During
the quarter ended June 30, 2015 the Regen issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible
notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible
notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma,
Inc.’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in
fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying
amount on the balance sheet is adjusted by the change.
Regen
values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized
by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability
was eliminated prior to the end of Regen’s third quarter as a result of the full conversion of these convertible noted prior
to the end of Regen’s third quarter.
NOTE
8. STOCKHOLDERS' EQUITY
The
stockholders' equity section of the Company contains the following classes of capital stock as of September 30, 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; 5,000,000,000 shares authorized: 4,232,931,245 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.
On
March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San
Diego, CA 92121 from Human BioMolecular Research Institute (“Sublease Agreement”). Pursuant to the terms of the Sublease
Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (“HBRI”)
. The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew
thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. Regen Biopharma,
Inc. terminated its sublease with Human BioMolecular Research Institute
On
March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional,
scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain
research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period
of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within
60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the
agreement. Regen Biopharma, Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute
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.
8,066,667 |
Common Shares of Entest Biomedical, Inc |
|
Basis |
Fair Value |
Total Unrealized Losses
in Other Comprehensive Income |
Net Unrealized Gain
or (Loss) realized during the year ended September 30, 2015 |
41,528,361 |
159,720 |
(51,368,641) |
(35,280) |
NOTE
11. STOCK TRANSACTIONS
BIO-
MATRIX SCIENTIFIC GROUP, INC.:
During
the fiscal year ended September 30, 2015 the Company issued 1,153,030,303 Common Shares in satisfaction of $174,500 of indebtedness.
REGEN
BIOPHARMA, INC.
Common
Stock
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 666,666 Common Shares for cash proceeds of $33,333 .
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 1,425,808 Common Shares valued at $307,956 for services .
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 25,000,000 Common Shares as Restricted Stock Awards to employees.
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 35,753,547 Common Shares in satisfaction of $1,003,575 of indebtedness.
Series
A Preferred Stock
On
March 11, 2015 stock dividend of 10,395,217 Series A Preferred shares was paid to Regen Biopharma, Inc.’s common shareholders
of record as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen
Biopharma, Inc. common Stock owned as of the Record Date.
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 10,000,000 Series A Preferred shares as Restricted Stock Awards
to employees.
On
March 17, 2015 Regen Biopharma, Inc. issued 1,000,000 shares of its Series A Preferred Stock to Thomas Ichim, Regen Biopharma,
Inc.’s Chief Scientific Officer, as partial consideration for the sale to Regen Biopharma, Inc. by Ichim of all right, title,
and interest in and to the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother
of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark
Office on September 11, 2011
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 34,753,547 shares of its Series A Preferred Stock in accordance
with the terms and conditions of convertible notes issued.
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 4,500,00 shares of its Series A Preferred Stock for services .
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 333,333 shares of its Series A Preferred Stock for cash proceeds
of $16,667
NOTE
12. SUBSEQUENT EVENTS
On
October 2, 2015 the Company issued 382,657,778 of its Common Shares in satisfaction of $63,138 of convertible indebtedness.
On
November 13, 2015, the Company amended the Certificate of Incorporation of the Company as follows:
Striking
out Articles Four (4.) thereof and substituting in lieu of said Article the following new Article:
""FOURTH.
The total number of shares of stock which this corporation is authorized to issue is:
Eight
Billion (8,000,000,000) shares of Common Stock with a par value of $0.0001 each; and Twenty Million (20,000,000) shares of Preferred
Stock with a par value of $0.0001 each, Two Hundred Thousand (200,000) shares of Non Voting Preferred Stock with a par value of
$1.00 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.
The
Common Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board
of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number
of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights,
and such designations, preferences, qualifications,
privileges,
limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Common Stock that
may be desired. Subject to the limitation on the total number of shares of Common Stock which the Corporation has authority to
issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent
to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such series.
The
Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board
of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number
of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights,
and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other
special or relative rights of any series of the Preferred Stock that may be desired. Subject to the limitation on the total number
of shares of Preferred Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized
to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares
of such series.
On
December 15,2015 the Company issued 273,476,806 of its Common Shares in satisfaction of $30,082 of convertible indebtedness.
On
October 28, 2015 Regen issued 3,333,334 of its common shares (“Shares”) for cash consideration of $166,666.
On
November 20, 2015 Regen issued 2,200,000 of its common shares (“Shares”) for cash consideration of $55,000.
On
December 29,2015 Regen issued 4,000,000 of its common shares ( Shares”) for cash consideration of $100,000
On
October 28, 2015 Regen issued 1,666,667 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $83,333.
On
October 28, 2015 Regen issued 11,000,000 of its shares of Series A Preferred Stock (“Shares”) to Dr. Harry Lander,
Regen’s President, 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 400,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
On
November 20, 2015 Regen issued 2,200,000 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $55,000.
On
December 29, 2015 Regen issued 4,000,000 of its Series A Preferred Stock ( Shares”) for cash consideration of $100,000.
Item
9A. Controls and Procedures.
a)
Evaluation of disclosure controls and procedures.
The
principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures
as of September 30, 2015. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective
to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. David Koos is the Company’s CEO and acting CFO. He functions as the Company’s principal
executive officer and principal financial officer.
b)
Management’s annual report on internal control over financial reporting.
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial
reporting as follows:
“The
term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board
of directors, management and other personnel, 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
and includes those policies and procedures that:
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's
assets that could have a material effect on the financial statements.”
The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.
The
Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2015
based on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes
that, as of September 30, 2015, the Company’s internal control over financial reporting is effective.
Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for
smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of
the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(c)
There have been no changes during the quarter ended September 30, 2015 in the Company’s internal controls over financial
reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
PART
IV
Item
15. Exhibit Index
EXHIBIT
INDEX
Exhibit Number |
Description |
31.1 |
CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT |
32.1 |
CERTIFICATION BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT |
31.2 |
CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT |
32.2 |
CERTIFICATION BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT |
3(i)(1) |
Certificate of Incorporation (1) |
3(i)(2) |
Certificate of amendment dated August 22, 2006(2) |
3(1)(3) |
Certificate of Designations (Series AA Preferred)(3) |
3(1)(4) |
Certificate of Designations (Series B Preferred)(4) |
3(1)(5) |
Certificate of Amendment dated November 8, 2011 |
3(ii)(1) |
Bylaws(5) |
3(ii)(2) |
Amended Bylaws dated July 3, 2008(6) |
3(ii)(3) |
AMENDED AND RESTATED BY-LAWS OF BIO-MATRIX SCIENTIFIC GROUP, INC(7) |
10.1 |
Agreement by and between David R. Koos and Bio-Matrix Scientific Group, Inc.(8) |
10.2 |
Agreement for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and Bio-Matrix Scientific Group, Inc, (9) |
10.3 |
Modified Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008.(10) |
10.4 |
Agreement by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos(11) |
10.5 |
Agreement by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs(12) |
10.6 |
Stock purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc.(13) |
10.7 |
Agreement by and Between Hazard Commercial Complex LLC and the Company(14) |
10.8 |
Asset Purchase Agreement between Entest CA and Pet Pointers (16) |
10.9 |
Exhibit A to Asset Purchase Agreement (17) |
10.10 |
Exhibit B to Asset Purchase Agreement (18) |
10.11 |
Employment Agreement Gregory McDonald (19) |
14.1 |
Code of Ethics(15) |
10.12 |
Convertible Note dated 12/15/2011 (20) |
10.13 |
Convertible Note dated 2/28/2012 (21) |
10.14 |
Equity Purchase Agreement by and between the Company and Southridge Partners (22) |
10.15 |
Employment Agreement J. Christopher Mizer (23) |
10.16 |
Option Agreement Oregon Health & Science University (24) |
10.17 |
Employment Agreement Thomas Ichim (25) |
3(1)(6) |
Text of Amendment to Certificate of Incorporation effective August 13, 2012. |
10.17 |
Convertible Note dated 6/25/2012 (26) |
3(1)(7) |
Text of Amendment to Certificate of Incorporation effective November 27, 2012 |
10.18 |
Convertible Promissory Note dated August 20, 2012 (27) |
10.19 |
Warrant Agreement dated August 20, 2012 (28) |
10.20 |
Settlement Agreement and Mutual Release (29) |
3(1)(6) |
Certificate of Designation Series AAA Preferred Stock (30) |
10.21 |
Worldwide Property Assignment Agreement (31) |
10.22 |
License Agreement (32) |
10.23 |
Benitec License (33) |
10.24 |
Termination letter Oregon health and Science University (34) |
99.1 |
Letter from BAUMGARTNER PATENT LAW (35) |
10.25 |
Agreement with Caven Investments LLC (36) |
10.26 |
Independent Contractor Agreement between Dr. Eei Ping Min and Regen (37) |
10.27 |
Letter Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 ( incorporated by Reference to Exhibit 10.27 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.28 |
Letter Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012( incorporated by Reference to Exhibit 10.28 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.29 |
Letter Agreement by and between David Suhy and Regen dated September 11 2013( incorporated by Reference to Exhibit 10.29 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.30 |
Stock Purchase Agreement dated June 24, 2014 ( incorporated by reference to Exhibit 10.1 of the company’s form 8-K dated November 7, 2014) |
10.31 |
Assignment 12/17/2014 (incorporated by Reference to Exhibit 10.31 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.32 |
Assignment 12/16/2014(incorporated by Reference to Exhibit 10.32 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.33 |
Assignment 11/20/2014(incorporated by Reference to Exhibit 10.33 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.34 |
Consulting Agreement Dr. Christine Ichim( incorporated by Reference to Exhibit 10.34 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.35 |
Sublease (incorporated by Reference to Exhibit 10.35 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.38 |
StarCity Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 10, 2015) |
10.39 |
Form of Note issued to LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q dated February 10, 2015) |
10.40 |
Form of Note issued to Individual investor (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q dated February 10, 2015) |
10.41 |
Form of Note issued to Dunhill (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q dated February 10, 2015) Ross |
10.42 |
Caven Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 12, 2015) |
10.43 |
Koos Agreement(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated February 12, 2015) |
10.44 |
Form of Note issued to Colorado LLC(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 9, 2015) |
10.45 |
Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 9, 2015) |
10.46 |
Form of Note issued to Revocable Trust(incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated March 9, 2015) |
10.47 |
Form of Note issued to Bio Technology Partners Business Trust(incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated March 9, 2015) |
10.48 |
Form of Note issued to Minnesota LLC(incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated March 9, 2015) |
10.49 |
Form of Note issued to David Koos(incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated March 9, 2015) |
10.50 |
Form of Note issued to Dunhill Ross Partners, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated March 9, 2015) |
10.51 |
Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated March 9, 2015) |
10.52 |
Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated March 9, 2015) |
10.53 |
Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated March 9, 2015) |
10.54 |
Ichim Agreement(incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K dated March 9, 2015) |
10.55 |
Form of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 23, 2015) |
10.56 |
Form of $100,000 Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 23, 2015) |
10.57 |
Vaini Agreement(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 26, 2015) |
10.58 |
Value Quest Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 26, 2015) |
10.59 |
Minev Letter Agreement(incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated March 26, 2015) |
10.60 |
Gronemeyer Letter Agreement(incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated March 26, 2015) |
10.61 |
Form of Regen Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated May 11, 2015) |
10.62 |
AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated June 25, 2015) |
10.63 |
Amendment to Exclusive License Agreement between Regen and Benitec Australia Limited(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated August 25, 2015) |
10.64 |
Lander Agreement(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 9, 2015) |
3(i)CCCCXXX |
Text of Amendment to Certificate of Incorporation ( incorporated by reference to Exhibit 3(i) of the Company’s Form 8-K filed October 28, 2015) |
3(i)VVVJJJ1 |
Text of Amendment to Certificate of Designation (incorporated by reference to Exhibit 3(i)(a) of the Company’s Form 8-K filed October 28, 2015) |
10.65 |
Consulting Agreement (incorporated by reference to 10.1(a) of the Company’s Form 8-K dated November 4, 2015) |
10.65 |
Form of Unit Purchase Agreement 9/10/2015 ( incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 23, 2015) |
10.66 |
Form of Unit Purchase Agreement 9/10/2015( incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November 23, 2015) |
10.67 |
Form of Unit Purchase Agreement 11/13/2015( incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated November 23, 2015) |
10.68 |
Form of Unit Purchase Agreement 11/16/2015( incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November 23, 2015) |
10.69 |
Letter Agreement Lorraine Gudas( incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated November 23, 2015) |
10.70 |
Letter Agreement Stefano Bertuzzi( incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated November 23, 2015) |
10.71 |
Letter Agreement Francesco Marincola( incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated November 23, 2015) |
10.72 |
Letter Agreement Ralph Nachman( incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated November 23, 2015) |
10.73 |
Letter Agreement J. Baell (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated November 23, 2015) |
10.73 |
Regen NCATS Agreements (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated December 16, 2015) |
10.74 |
Form of Unit Purchase Agreement $100,000 12/3/2015 ( incorporated by reference to the Company’s Form 10-K filed 1-08-2016) |
10.75 |
Form of Unit Purchase Agreement $100,000 12/14/2015 ( incorporated by reference to the Company’s Form 10-K filed 1-08-2016) |
(1) |
Incorporated by reference to Form 10SB dated January 2, 2001 |
(2) |
Incorporated by reference to Form SB-2 dated July31, 2007 |
(3) |
Incorporated by reference to Exhibit 3(i) of Form 8-K dated July 3, 2008 |
(4) |
Incorporated by reference to Exhibit 3(i) of Form 8-K dated August 28, 2009 |
(5) |
Bylaws incorporated by reference to Form 10-SB filed on January 2, 2001 |
(6) |
Amended Bylaws dated July 3, 2008 incorporated by reference to Exhibit 3(ii) of Form 8-K dated July 3, 2008 |
(7) |
Incorporated by reference to Exhibit 3(ii) of Form 8-K dated August 28, 2009 |
(8) |
Agreement by and between David R. Koos and Bio-Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10 of Form 8-K dated July 3, 2008 |
(9) |
Agreement for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and Bio-Matrix Scientific Group, Inc, incorporated by reference to Exhibit 10(1) of Form 8-K dated September 29, 2008 |
(10) |
Modified Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008 , incorporated by reference to Exhibit 10(1) of Form 8-K dated December 21, 2008. |
(11) |
Agreement by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos incorporated by reference to Exhibit 3(i) of Form 8-K dated April 28, 2009 |
(12) |
Agreement by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs incorporated by reference to Exhibit 10.1 of form 8-K dated August 24,2009 |
(13) |
Stock purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10.1 of Form 8-K dated June 22, 2009 |
(14) |
Agreement by and Between Hazard Commercial Complex LLC and the Company incorporated by reference to Exhibit 10.1 of Form 8-K dated April 19, 2010 |
(15) |
Code of Ethics Incorporated by reference to Exhibit A of Form Pre 14C filed July 25, 2006 |
(16) |
incorporated by reference to Exhibit 10.1 of Form 8-K dated January 6, 2011 |
(17) |
incorporated by reference to Exhibit 10.2 of Form 8-K dated January 6, 2011 |
(18) |
incorporated by reference to Exhibit 10.3 of Form 8-K dated January 6, 2011 |
(19) |
incorporated by reference to Exhibit 10.4 of Form 8-K dated January 6, 2011 |
(20) |
incorporated by reference to Exhibit 10.1 of Form 10-Q dated February 6, 2012 |
(21) |
incorporated by reference to Exhibit 10.1 of Form 10-Q dated April 23, 2012 |
(22) |
incorporated by reference to Exhibit 10.1 of Form 8-K dated May 7, 2012 |
(23) |
incorporated by reference to Exhibit 10.3 of Form 8-K dated May 7, 2012 |
(24) |
incorporated by reference to Exhibit 10.1 of Form 8-K dated June 6, 2012 |
(25) |
incorporated by reference to Exhibit 10.1 of Form 8-K dated June 25, 2012 |
(26) |
incorporated by reference to Exhibit 10.1 of Form 10-Q dated August 14, 2012 |
(27) |
incorporated by reference to Exhibit 10.1 of Form 8-K dated A ugust 22, 2012 |
(28) |
incorporated by reference to Exhibit 10.2 of Form 8-K dated August 22, 2012 |
(29) |
incorporated by reference to Exhibit 10.1 of Form 10-Q filed march 12, 2013 |
(30) |
incorporated by reference to Exhibit 3(1) of form 8-K dated April 30, 2013 |
(31) |
incorporated by reference to Exhibit 10.1 of form 8-K dated June 11, 2013 |
(32) |
incorporated by reference to Exhibit 10.2 of form 8-K dated June 11, 2013 |
(33) |
incorporated by reference to Exhibit 10.1 of form 8-K dated August 5, 2013 |
(34) |
incorporated by reference to Exhibit 10.1 of form 8-K dated August 9, 2013 |
(35) |
incorporated by reference to Exhibit 99.1 of form 8-K dated August 9, 2013 |
(36) |
incorporated by reference to Exhibit 10.1 of form 8-K dated September 3, 2013 |
(37) |
incorporated by reference to Exhibit 10.1 of form 8-K dated September 23, 2013 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Bio-Matrix Scientific
Group, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David R. Koos |
|
Title: |
President, Chairman, Chief Executive Officer |
|
Date: |
March 22, 2016 |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on January 8, 2016.
|
|
Bio-Matrix Scientific
Group, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David R. Koos |
|
Title: |
President, Chairman, Chief Executive Officer,
Acting Chief Financial Officer |
|
Date: |
March 22, 2016 |
Exhibit
31.1
I,
David R. Koos, certify that:
1.
I have reviewed this annual report on Form 10-K/A for the year ended September 30, 2015 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:
March 22, 2016 |
|
By: |
/s/ David
R. Koos |
|
|
|
David
R. Koos Chief Executive Officer |
|
|
|
|
Exhibit 31.2
I, David R. Koos, certify that:
1. I have reviewed this
annual report on Form 10-K/A for the year ended September 30, 2015 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: March 22, 2016 |
|
By: |
/s/ David R. Koos |
|
|
|
David R. Koos |
|
|
|
Acting Chief Financial Officer |
Exhibit 32.1
CERTIFICATION 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 Annual Report
of Bio-Matrix Scientific Group Inc. on Form 10-K/A for the year ended September 30, 2015, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, David R. Koos, Chief Executive Officer certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(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.
|
Bio-Matrix Scientific Group, Inc. |
|
|
Date: March 22, 2016 |
By: |
/s/ David R. Koos |
|
|
David R. Koos
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION 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 Annual Report
of Bio-Matrix Scientific Group, Inc. on Form 10-K/A for the year ended September 30, 2015, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, David R. Koos, Acting Chief Financial Officer (Principal Accounting
Officer) certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that,
to the best of my knowledge and belief:
(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.
|
Bio-Matrix Scientific Group, Inc. |
|
|
Date: March 22, 2016 |
By: |
/s/ David R. Koos |
|
|
David R. Koos
Acting Chief Financial Officer
(Principal Accounting Officer) |
v3.3.1.900
Document and Entity Information - USD ($)
|
12 Months Ended |
|
|
Sep. 30, 2015 |
Dec. 29, 2015 |
Mar. 31, 2015 |
Document And Entity Information |
|
|
|
Entity Registrant Name |
Bio-Matrix Scientific Group, Inc.
|
|
|
Entity Central Index Key |
0001079282
|
|
|
Document Type |
10-K/A
|
|
|
Document Period End Date |
Sep. 30, 2015
|
|
|
Amendment Flag |
true
|
|
|
Amendment Description |
EXPLANATORY
NOTE
THIS
AMENDMENT NO.2 TO BIO-MATRIX SCIENTIFIC GROUP, INCS (THE COMPANY) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER
30, 2015 (FORM 10-K) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF THE FORM 10K.(ORIGINAL FILING)
ITEM
8
ITEM
9A
SIGNATURES
THE
COMPANY HAS NOT MODIFIED OR UPDATED DISCLOSURES PRESENTED IN THE ORIGINAL FILING, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS
AMENDMENT DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES
AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS SPECIFICALLY REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED
AND REFLECTS THE DISCLOSURES MADE AT THE TIME OF THE ORIGINAL FILING.
|
|
|
Current Fiscal Year End Date |
--09-30
|
|
|
Is Entity a Well-known Seasoned Issuer? |
No
|
|
|
Is Entity a Voluntary Filer? |
No
|
|
|
Is Entity's Reporting Status Current? |
Yes
|
|
|
Entity Filer Category |
Smaller Reporting Company
|
|
|
Entity Public Float |
|
|
$ 1,980,106
|
Entity Common Stock, Shares Outstanding |
|
4,889,075,005
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2015
|
|
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v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash |
$ 76,355
|
$ 502
|
Prepaid Expenses |
25,000
|
15,000
|
Note Receivable |
12,051
|
10,422
|
Interest Receivable |
1,381
|
233
|
Total Current Assets |
114,787
|
26,157
|
OTHER ASSETS |
|
|
Deposits |
4,200
|
4,200
|
Available for Sale Securities |
159,720
|
3,000
|
Total Other Assets |
163,920
|
7,200
|
TOTAL ASSETS |
278,707
|
33,357
|
CURRENT LIABILITIES |
|
|
Accounts Payable |
167,977
|
158,492
|
Notes Payable |
400,336
|
379,233
|
Bank Overdraft |
0
|
6,137
|
Accrued Payroll |
738,095
|
587,094
|
Accrued Payroll Taxes |
44,485
|
51,117
|
Accrued Interest |
324,750
|
271,495
|
Accrued Rent |
10,000
|
0
|
Accrued Expenses |
5,000
|
5,000
|
Convertible Note Payable Net of Unamortized Discount |
231,507
|
97,701
|
Due to Affiliate |
0
|
0
|
Current portion, note payable to affiliated party |
1,000
|
1,000
|
Total Current Liabilities |
1,923,150
|
1,557,269
|
Total Liabilities |
1,923,150
|
1,557,269
|
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Preferred Stock ($0.0001 par value) 20,000,000 shares authorized; 2,063,821 issued and outstanding as of September 30, 2015 and September 30, 2014 |
207
|
207
|
Series AA Preferred ($0.0001 par value) 100,000 shares authorized; 94,852 issued and outstanding as of September 30, 2015 and September 30, 2014 |
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 September 30, 2014 |
4
|
4
|
Series B Preferred Shares ($0.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of September 30, 2015 and September 30, 2014 respectively |
73
|
73
|
Common Stock ($0.0001 par value) 5,000,000,000 shares authorized; 4,232,931,345 and 3,079,900,942 issued and outstanding as of September 30, 2015 and September 30, 2014 respectively |
423,292
|
307,989
|
Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as of September 30, 2015 and September 30, 2014 |
0
|
0
|
Additional Paid in capital |
29,004,809
|
16,510,439
|
Contributed Capital |
509,355
|
509,355
|
Retained Earnings (Deficit) |
9,704,398
|
22,461,356
|
Accumulated Other Comprehensive Income (Loss) |
(41,368,641)
|
(41,333,361)
|
Total Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc. |
(1,726,494)
|
(1,543,929)
|
Noncontrolling Interest in subsidiary |
82,050
|
20,017
|
Total Stockholders' Equity |
(1,644,444)
|
(1,523,912)
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
$ 278,707
|
$ 33,357
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical)
|
Sep. 30, 2014
$ / shares
shares
|
Preferred stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Preferred stock, shares authorized |
20,000,000
|
Preferred stock, shares issued |
2,063,821
|
Preferred stock, shares outstanding |
2,063,821
|
Common stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Common stock, shares authorized |
5,000,000,000
|
Common stock, shares issued |
3,079,900,942
|
Common stock, shares outstanding |
3,079,900,942
|
Series AA |
|
Preferred stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Preferred stock, shares authorized |
100,000
|
Preferred stock, shares issued |
94,852
|
Preferred stock, shares outstanding |
94,852
|
Series AAA |
|
Preferred stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
Preferred stock, shares issued |
40,000
|
Preferred stock, shares outstanding |
40,000
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
$ 192,000
|
$ 0
|
COST AND EXPENSES |
|
|
Research and Development |
282,295
|
23,867
|
General and Administrative |
1,430,553
|
599,234
|
Consulting and Professional Fees |
587,470
|
246,214
|
Rent |
58,071
|
0
|
Total Costs and Expenses |
2,358,389
|
869,315
|
OPERATING LOSS |
(2,166,389)
|
(869,315)
|
OTHER INCOME & (EXPENSES) |
|
|
Interest Income |
1,148
|
233
|
Interest Expense |
(56,063)
|
(35,136)
|
Loss on Settlement of Debt through Equity Issuance |
(942,015)
|
(1,112,230)
|
Loss on Settlement of Debt through issuance of Common Shares of Regen Biopharma, Inc. below fair value |
(9,191,857)
|
0
|
Interest Expense attributable to amortization of discount |
(150,806)
|
0
|
Expense Related to issuance of Convertible Debt to Star City |
(247,500)
|
0
|
Preferred Shares of Regen Biopharma, Inc. pursuant to contractual obligations |
(3,475)
|
0
|
Other Income |
0
|
490
|
Other Expense |
0
|
(65,000)
|
Total Other Income & (Expense) |
(10,590,568)
|
(1,211,643)
|
NET INCOME (LOSS) |
(12,756,958)
|
(2,080,958)
|
Less: (Net Income)Loss attributable to noncontrolling interest Regen Biopharma, Inc. |
8,977,733
|
226,234
|
NET INCOME (LOSS) available to common shareholders |
$ (3,779,225)
|
$ (1,854,724)
|
BASIC AND FULLY DILUTED EARNINGS (LOSS) |
$ (0.001)
|
$ (0.001)
|
Weighted average number of shares outstanding |
2,855,088,489
|
2,865,048,153
|
X |
- DefinitionThe loss represented by the difference between the fair Market value of the stock issued and the amount of debt retired.
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v3.3.1.900
Consolidated Statement of Comprehensive Income - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
Net Income (Loss) |
$ (12,756,958)
|
$ (2,080,958)
|
Add: Unrealized Gains on Securities |
|
|
Less: Unrealized Losses on Securities |
|
|
Total Other Comprehensive Income (Loss) |
$ (35,280)
|
$ (4,000)
|
Comprehensive Income |
$ (12,792,238)
|
$ (2,084,958)
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v3.3.1.900
Consolidated Statement of Cash Flows - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
NET INCOME (LOSS) |
$ (12,756,958)
|
$ (2,080,958)
|
Adjustments to reconcile net Income to net cash (used in) provided by operating activities: |
|
|
Stock issued by licensee to subsidiary in payment of services |
$ (192,000)
|
|
Stock issued for services rendered by consultants |
|
$ 26,180
|
Stock issued for interest |
|
3,570
|
Stock issued for expenses |
|
$ 48,000
|
Interest Expense attributable to amortization of discount |
$ 150,806
|
|
Changes in operating assets and liabilities: |
|
|
(Increase) decrease in prepaid expenses |
(10,000)
|
|
Increase (Decrease) in Accounts Payable |
9,484
|
$ 19,920
|
Increase (Decrease) in Accrued Expenses |
207,624
|
12,397
|
Increase (Decrease) in bank Overdraft |
(6,137)
|
6,137
|
(Increase) Decrease in Interest Receivable |
$ (1,148)
|
(233)
|
Increase (Decrease) in Due to Affiliate |
|
(34,895)
|
(Increase) Decrease in Note Receivable |
$ (1,629)
|
(10,422)
|
Net Cash Provided by (Used in) Operating Activities |
$ (12,599,958)
|
(2,010,304)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Preferred Stock issued for Cash |
|
$ 100,000
|
Common Stock issued for Cash |
|
|
Common Stock issued for Debt |
|
|
Common Stock issued for Accrued Salaries |
|
|
Preferred Stock issued for Accrued Salaries |
|
|
Common Stock issued pursuant to Contractual Obligations |
|
|
Additional paid in Capital |
$ 1,010,650
|
$ 300,000
|
Increase (Decrease) in due to shareholder |
0
|
|
Stock in subsidiary sold for cash |
$ 50,000
|
|
Principal borrowings (repayments) on notes and Convertible Debentures |
|
|
Convertible Debentures |
$ 208,603
|
$ 316,862
|
Principal borrowings (repayments) on Convertible Debentures |
$ 1,272,686
|
|
(Increase) Decrease in Deferred Financing Costs |
|
$ 65,000
|
Loss on Settlement of Debt through Equity Issuance |
$ 10,133,872
|
1,112,230
|
Net Cash Provided by (Used in) Financing Activities |
12,675,811
|
1,894,092
|
Net Increase (Decrease) in Cash |
75,853
|
(116,212)
|
Cash at Beginning of Period |
502
|
502
|
Cash at End of Period |
76,355
|
502
|
Supplemental Disclosure of Noncash investing and financing activities: |
|
|
Common Shares Issued for Debt |
157,500
|
$ 158,000
|
Common Shares of Regen Biopharma, Inc. Issued for Debt |
1,002,686
|
|
Cash paid for Interest |
0
|
$ 0
|
Cash paid for Income tax |
$ 0
|
$ 0
|
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v3.3.1.900
Consolidated Statements of Stockholders' Equity - USD ($)
|
Series AAA |
Series B Preferred Stock |
Series AAA Preferred Stock |
Preferred Stock |
Common Stock |
Nonvoting Convertible Preferred Stock |
Additional Paid-In Capital |
Retained Earnings |
Deficit Attributable to noncontrolling interest |
Noncontrolling Interest |
Contributed Capital |
Accumulated Other Comprehensive Income (Loss) |
Total |
Beginning balance, Shares at Sep. 30, 2013 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,390,304,145
|
0
|
|
|
|
|
|
|
|
Beginning balance, Amount at Sep. 30, 2013 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 239,029
|
$ 0
|
$ 14,845,671
|
$ 24,542,314
|
|
$ 5,765
|
$ 509,355
|
$ (41,329,361)
|
$ (1,186,934)
|
Common Shares issued for debt, Shares |
|
|
|
|
120,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 12,000
|
|
32,500
|
|
|
|
|
|
44,500
|
Common Stock issued to Consultant, Shares |
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
|
|
|
|
$ 20
|
|
360
|
|
|
|
|
|
380
|
Common Shares issued for debt (B), Shares |
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 12,000
|
|
|
|
|
|
|
|
12,000
|
Common Shares issued for debt (C), Shares |
|
|
|
|
150,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (C), Amount |
|
|
|
|
$ 15,000
|
|
|
|
|
|
|
|
15,000
|
Common Shares issued to vendor, Shares |
|
|
|
|
30,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued to vendor, Amount |
|
|
|
|
|
|
45,000
|
|
|
|
|
|
48,000
|
Common stock of subsidiary issued for Cash, Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Common stock of subsidiary issued for Cash (B), Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Common stock of subsidiary issued for Cash (C), Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
648,500
|
|
|
|
|
|
648,500
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(4,000)
|
(4,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
(6,597)
|
|
|
6,597
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(920,888)
|
|
|
|
|
(920,888)
|
Ending balance, Shares at Dec. 31, 2013 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,810,504,145
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Dec. 31, 2013 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 281,049
|
$ 0
|
15,865,434
|
23,621,426
|
$ 0
|
12,362
|
509,355
|
(41,333,361)
|
(1,043,442)
|
Common Shares issued for debt, Shares |
|
|
|
|
140,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 14,000
|
|
70
|
|
|
|
|
|
14,070
|
Common Shares issued for debt (B), Shares |
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 50
|
|
950
|
|
|
|
|
|
1,000
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
336,230
|
|
|
|
|
|
336,230
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
8,000
|
8,000
|
Noncontrolling interest recognized |
|
|
|
|
|
|
(82,664)
|
|
|
82,664
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(529,555)
|
|
|
|
|
(529,555)
|
Ending balance, Shares at Mar. 31, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,951,004,145
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Mar. 31, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 295,099
|
$ 0
|
16,120,020
|
23,091,871
|
0
|
95,026
|
509,355
|
(41,325,361)
|
1,213,696
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(6,000)
|
(6,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
47,466
|
|
|
(47,466)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(246,447)
|
|
|
|
|
(246,447)
|
Ending balance, Shares at Jun. 30, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,951,004,145
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Jun. 30, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 295,099
|
$ 0
|
16,167,486
|
22,845,424
|
0
|
47,560
|
509,355
|
(41,331,361)
|
(1,466,144)
|
Common Shares issued for cash, Shares |
|
|
|
|
45,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for cash, Amount |
|
|
|
|
$ 45,000
|
|
95,500
|
|
|
|
|
|
100,000
|
Common Shares issued for debt, Shares |
|
|
|
|
37,500,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 3,750
|
|
33,750
|
|
|
|
|
|
37,500
|
Common Stock issued to Consultant, Shares |
|
|
|
|
8,896,797
|
|
|
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
|
|
|
|
$ 890
|
|
24,910
|
|
|
|
|
|
25,800
|
Common Shares issued for debt (B), Shares |
|
|
|
|
37,500,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 3,750
|
|
33,750
|
|
|
|
|
|
37,500
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
127,500
|
|
|
|
|
|
127,500
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(2,000)
|
(2,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
27,543
|
|
|
(27,543)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(384,068)
|
|
|
|
|
(384,068)
|
Ending balance, Shares at Sep. 30, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
3,079,900,942
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Sep. 30, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 307,989
|
$ 0
|
16,510,439
|
22,461,356
|
0
|
20,017
|
509,355
|
(41,333,361)
|
(1,523,912)
|
Common Shares issued for debt, Shares |
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 10,000
|
|
27,500
|
|
|
|
|
|
37,500
|
Common Shares issued for debt (B), Shares |
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 10,000
|
|
25,000
|
|
|
|
|
|
35,000
|
Common Shares issued for debt (C), Shares |
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (C), Amount |
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
20,000
|
Common Shares issued for debt (D), Shares |
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (D), Amount |
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
10,000
|
Common Shares issued for debt (E), Shares |
|
|
|
|
150,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (E), Amount |
|
|
|
|
$ 15,000
|
|
|
|
|
|
|
|
15,000
|
Sale of owned and issued shares of Regen Biopharma, Inc. |
|
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
Shares of subsidiary issed to consultant |
|
|
|
|
|
|
22,440
|
|
|
|
|
|
22,440
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
587,500
|
|
|
|
|
|
587,500
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(2,000)
|
(2,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
55,786
|
|
|
(55,786)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(856,892)
|
|
|
|
|
(856,892)
|
Ending balance, Shares at Dec. 31, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
3,729,900,942
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Dec. 31, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 372,989
|
$ 0
|
17,278,665
|
21,604,464
|
|
(35,786)
|
509,355
|
(41,335,361)
|
(1,605,363)
|
Common Shares issued for debt, Shares |
|
|
|
|
103,030,303
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 10,303
|
|
6,697
|
|
|
|
|
|
17,000
|
Common Shares issued for debt (B), Shares |
|
|
|
|
200,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
20,000
|
Common stock of subsidiary issued for services, Amount |
|
|
|
|
|
|
140,000
|
|
|
|
|
|
140,000
|
Common stock of subsidiary issued for services (B), Amount |
|
|
|
|
|
|
63,739
|
|
|
|
|
|
63,739
|
Common stock of subsidiary issued for Debt, Amount |
|
|
|
|
|
|
558,575
|
|
|
|
|
|
558,575
|
Common stock of subsidiary issued for Debt (B), Amount |
|
|
|
|
|
|
175,000
|
|
|
|
|
|
175,000
|
Common stock of subsidiary issued for Debt (C), Amount |
|
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
Common stock of subsidiary issued for Debt (D), Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Preferred Shares of subsidiary issued for Purchase of Patent |
|
|
|
|
|
|
100
|
|
|
|
|
|
100
|
Preferred Shares of subsidiary issued pursuant to contractual obligations |
|
|
|
|
|
|
3,154
|
|
|
|
|
|
3,154
|
Preferred Shares of subsidiary issued to Consultants for Services |
|
|
|
|
|
|
420
|
|
|
|
|
|
420
|
Sale of owned and issued shares of Regen Biopharma, Inc. |
|
|
|
|
|
|
20,000
|
|
|
|
|
|
20,000
|
Recognition of beneficial conversion feature, convertible note |
|
|
|
|
|
|
300,000
|
|
|
|
|
|
300,000
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
8,393,947
|
|
|
|
|
|
8,393,947
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
1,000
|
1,000
|
Noncontrolling interest recognized |
|
|
|
|
|
|
(467,943)
|
|
|
467,943
|
|
|
0
|
Regen Restricted Stock Award compensation expense recognized |
|
|
|
|
|
|
132,602
|
|
|
|
|
|
132,602
|
Net Income (loss) |
|
|
|
|
|
|
|
(9,344,958)
|
|
|
|
|
(9,344,958)
|
Ending balance, Shares at Mar. 31, 2015 |
94,852
|
725,409
|
40,000
|
2,063,821
|
4,032,931,245
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Mar. 31, 2015 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 403,292
|
$ 0
|
26,754,956
|
12,259,506
|
|
432,174
|
509,355
|
(41,334,361)
|
(974,784)
|
Common Shares issued for debt, Shares |
|
|
|
|
200,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
20,000
|
Common stock of subsidiary issued for Debt, Amount |
|
|
|
|
|
|
40,000
|
|
|
|
|
|
40,000
|
Common stock of subsidiary issued for Debt (B), Amount |
|
|
|
|
|
|
15,000
|
|
|
|
|
|
15,000
|
Common stock of subsidiary issued for Debt (C), Amount |
|
|
|
|
|
|
15,000
|
|
|
|
|
|
15,000
|
Common stock of subsidiary issued for Debt (D), Amount |
|
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
Preferred Shares of subsidiary issued pursuant to contractual obligations |
|
|
|
|
|
|
143
|
|
|
|
|
|
143
|
Preferred Shares of subsidiary issued to Consultants for Services |
|
|
|
|
|
|
20
|
|
|
|
|
|
20
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
1,077,425
|
|
|
|
|
|
1,077,425
|
Noncontrolling interest recognized |
|
|
|
|
|
|
216,981
|
|
|
(216,981)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(1,829,173)
|
|
|
|
|
(1,829,173)
|
Ending balance, Shares at Jun. 30, 2015 |
|
725,409
|
40,000
|
2,063,821
|
4,232,931,245
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Jun. 30, 2015 |
|
$ 73
|
$ 4
|
$ 207
|
$ 423,292
|
$ 0
|
28,417,291
|
10,430,333
|
$ 215,193
|
215,193
|
509,355
|
(41,333,361)
|
(1,337,603)
|
Common stock of subsidiary issued for Cash, Amount |
|
|
|
|
|
|
33,333
|
|
|
|
|
|
33,333
|
Common stock of subsidiary issued for Cash (B), Amount |
|
|
|
|
|
|
16,667
|
|
|
|
|
|
16,667
|
Common stock of subsidiary issued for services, Amount |
|
|
|
|
|
|
61,836
|
|
|
|
|
|
61,836
|
Common stock of subsidiary issued for services (B), Amount |
|
|
|
|
|
|
19,941
|
|
|
|
|
|
19,941
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
75,000
|
|
|
|
|
|
75,000
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(35,280)
|
(35,280)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
133,143
|
|
|
(133,143)
|
|
|
0
|
Regen Restricted Stock Award compensation expense recognized |
|
|
|
|
|
|
$ 247,588
|
|
|
|
|
|
247,588
|
Net Income (loss) |
|
|
|
|
|
|
|
(725,935)
|
|
|
|
|
(725,935)
|
Ending balance, Shares at Sep. 30, 2015 |
|
725,409
|
40,000
|
2,063,821
|
4,232,931,245
|
0
|
29,004,809
|
|
|
|
|
|
|
Ending balance, Amount at Sep. 30, 2015 |
|
$ 73
|
$ 4
|
$ 207
|
$ 423,292
|
$ 0
|
$ 29,004,809
|
$ 9,704,398
|
|
$ 82,050
|
$ 509,355
|
$ (41,368,641)
|
$ (1,644,443)
|
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v3.3.1.900
Organization and Summary of Significant Accounting Policies
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [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 The Company holds 18.3% of the equity and 70% of the voting power of Regen
BioPharma, Inc.
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 September 30, 2015 consisted of Securities Available for Sale consisting of 8066667
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 September 30, 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 September 30, 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 quarter ended September
30, 2015 and the year ended September 30, 2014 respectively.
J. REVENUE RECOGNITION
Sales of products
and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred;
(iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the
prepayment or invoicing and shipment of products.
The Company determines
the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company
recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment
to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes
royalty revenue by applying this percentage to the Companys estimate of applicable licensee sales. The Company bases this
estimate on an analysis of each licensees sales results. Where warranted, revenue from licensees for contractual obligations
such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue
to have been earned by the Company.
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v3.3.1.900
Recent Accounting Pronouncements
|
12 Months Ended |
Sep. 30, 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
|
12 Months Ended |
Sep. 30, 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 $31,277,641
excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period from August 2, 2005 (inception)
through September 30, 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 March 31, 2015 Regen Biopharma Inc. raised $775,000 through the issuance of convertible debt.
During
the quarter ended June 30, 2015 Regen Biopharma Inc. raised $90,000 through the issuance of convertible debt.
During
the quarter ended September 30, 2015 Regen Biopharma, Inc. raised $50,000 through the issuance of 333,333 units of securities of
Regen Biopharma, Inc. (Units) with each Unit consisting of 2 common shares and one share of Regen Biopharma, Inc.s
Series A Preferred Stock .
|
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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
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 5. INCOME
TAXES
As of September
30, 2015
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
10,647,527 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
10,647,527 |
|
Valuation allowance |
|
|
(10,647,527 |
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
-0- |
|
As
of September 30, 2015 the Company has a Deferred Tax Asset of 10,647,527 completely attributable to net operating
loss carry forwards of approximately $31,316,257 ( 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)
$31,277,641 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.
|
X |
- 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
|
12 Months Ended |
Sep. 30, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 6. RELATED
PARTY TRANSACTIONS
As
of September 30, 2015 the Company is indebted to David Koos, the Companys Chairman and Chief Executive Officer, in the amount
of $141,286. 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 September 30, 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 September 30, 2015 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051lent 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..
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Notes Payable and Convertible Notes Payable
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable and Convertible Notes Payable |
NOTE 7. NOTES
PAYABLE AND CONVERTIBLE NOTES PAYABLE
|
|
September 30, 2014 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
35,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
189,065 |
|
David R. Koos ( Regen)( Note 6) |
|
|
30,168 |
|
The Sherman family Trust |
|
|
125,000 |
|
Total |
|
$ |
379,233 |
|
|
|
September 30, 2015 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
14,000 |
|
Bio Technology Partners Business Trust (Regen) |
|
|
84,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
141,286 |
|
David R. Koos ( Regen)( Note 6) |
|
|
50 |
|
The Sherman family Trust |
|
|
2,000 |
|
Bostonia Partners ( Company) |
|
|
40,000 |
|
Bostonia Partners ( Regen) |
|
|
119,000 |
|
Total |
|
$ |
400,336 |
|
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. These
amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $500,000 or so much thereof
as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion and pursuant to a
Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may be disbursed to,
or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
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. These amount was
loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or so much thereof as may
be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion and pursuant to a Line of
Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may be disbursed to, or for
the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
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. These amount was loaned
pursuant to a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may
be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
$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.
As
of September 30, 2015 the weighted average interest rate on all debt due and payable in one year or less was 11.7% As of September
30, 2014 the weighted average interest rate on all debt due and payable in one year or less was 9.5%
CONVERTIBLE
NOTES PAYABLE SEPTEMBER 30, 2015
|
|
|
|
|
$ |
50,000 |
|
|
Scott Levine |
$ |
10,000 |
|
|
Mike and Ofie Weiner |
$ |
18,400 |
|
|
Mike and Ofie Weiner |
$ |
2,301 |
|
|
Bio Technology Partners Business Trust |
$ |
300,000 |
|
|
Star City Capital, LLC |
$ |
380,701 |
|
|
Total |
$300,000
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 September 30, 2015 is $245,454.
$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 September 30, 2014 the unamortized discount on convertible notes outstanding is $0.
As
of September 30, 2015 the unamortized discount on convertible notes outstanding is $ 149,193.
CONVERTIBLE
NOTES ISSUED BY REGEN BIOPHARMA, INC.
During
the quarter ended March 31, 2015 Regen Biopharma, Inc. issued Convertible Notes ( Notes) with an aggregate face value
of $882,686 . Consideration for these Notes consisted of:
|
(b) |
Satisfaction of $107,686 of existing indebtedness: |
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears
simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( Conversion Price) equivalent to a 65% discount to the lowest Trading Price
(as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the conversion date. Trading Price means the closing bid price on the Over-the-Counter Bulletin
Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid
price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no
closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market
makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading
Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market
value as mutually determined by Regen and the Lender. Trading Day shall mean any day on which the Common Shares are
tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares
are then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such
Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations,
recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lenders securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen Biopharma, Inc. by
the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series A Stock of Regen Biopharma, Inc. for each share of Common Stock received through
conversion.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of Regen Biopharma, Inc.s Series A Preferred shares
were issued to Noteholders pursuant to the terms and conditions of the Notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no
explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that
the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma, Inc.s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as
determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on
the balance sheet is adjusted by the change.
Regen
Biopharma, Inc. values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685
was recognized by Regen Biopharma, Inc.. This liability was eliminated prior to the end of Regen Biopharma, Inc.s second
quarter as a result of the full conversion of all Notes prior to the end of Regen Biopharma, Inc.s second quarter.
During
the quarter ended June 30, 2015 the Regen Biopharma, Inc. issued Convertible Notes ( Notes) with an aggregate face
value of $90,000 . Consideration for these Notes consisted of $90,000.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( Conversion Price) equivalent the lower of (1) a 65% discount to the lowest
Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the
latest complete Trading Day prior to the conversion date. Trading Price means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting
Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security,
the closing bid price of such security on the principal securities
exchange
or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the
foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink
sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in
the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. Trading
Day shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities
exchange or other securities market on which the Common Shares are then being traded. Trading Volume shall mean the
number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted
for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions
and similar events by Regen relating to the Lenders securities.
Or
(2)
$0.03 per share
Principal
and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shall remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion.
During
the quarter ended June 30, 2015 the Regen issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible
notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible
notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no
explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that
the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma, Inc.s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as
determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on
the balance sheet is adjusted by the change.
Regen
values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized
by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability
was eliminated prior to the end of Regens third quarter as a result of the full conversion of these convertible noted prior
to the end of Regens third quarter.
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v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Sep. 30, 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.
On
March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San
Diego, CA 92121 from Human BioMolecular Research Institute (Sublease Agreement). Pursuant to the terms of the Sublease
Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (HBRI) .
The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter
for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. Regen Biopharma, Inc. terminated
its sublease with Human BioMolecular Research Institute
On
March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional,
scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain
research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period
of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within
60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the
agreement. Regen Biopharma, Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Investment Securities
|
12 Months Ended |
Sep. 30, 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.
8,066,667 |
Common Shares of Entest Biomedical, Inc |
|
Basis |
Fair Value |
Total Unrealized Losses in Other Comprehensive Income |
Net Unrealized Gain or (Loss) realized during the year ended September 30, 2015 |
41,528,361 |
159,720 |
(51,368,641) |
(35,280) |
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v3.3.1.900
Stock Transactions
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Stock Transactions |
NOTE
12. STOCK TRANSACTIONS
On
October 14, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 44,500 of indebtedness.
On
November 4. 2013 the Company Issued 200,000 Common Shares as consideration for services rendered.
On
November 13, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 12,000 of indebtedness.
On
December 5, 2013 the Company issued 150,000,000 Common Shares in satisfaction of $15,000 of indebtedness.
On
December 12, 2013 the Company issued 30,000,000 of its common shares to a vendor in settlement of a dispute over fees owed between
the vendor and Regen.
On
October 16, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
November 15, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
December 12, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
January 23, 2014 the Company Issued 140,000,000 Common Shares in satisfaction of $ 14,070 of indebtedness.
On
January 28, 2014 the Company Issued 500,000 Common Shares in satisfaction of $ 1,000 of convertible indebtedness.
On
July 1, 2014 the Company issued 45,000,000 common shares for cash consideration of $100,000.
On
August 12, 2014 the Company issued 8,896,797 common shares with a fair value at the time of issuance of $25,800 as consideration
to a consultant
On
August 18, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
On
August 26, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
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v3.3.1.900
Property Dividend
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Property Dividend |
NOTE 13. PROPERTY DIVIDEND
On
March 25, 2014 the Company paid a property dividend of 20,000,000 common shares of Regen Biopharma, Inc. to its shareholders.
This dividend was distributed pro rata to all common and preferred shareholders of record as of March 18, 2014.
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v3.3.1.900
Subsequent Events
|
12 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
NOTE
14. SUBSEQUENT EVENTS
On
October 1, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
On
October 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $35,000 of indebtedness.
On
October 31, 2014 the Company Issued 200,000,000 Common Shares in satisfaction of $20,000 of indebtedness.
On
December 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $10,000 of indebtedness.
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
A. 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.
|
B. 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.
|
C. 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.
|
D. 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.
|
E. 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.
|
F. 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 September 30, 2015 consisted of Securities Available for Sale consisting of 8066667
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 September 30, 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 |
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 September 30, 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 |
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 |
I.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarter ended September
30, 2015 and the year ended September 30, 2014 respectively.
|
J. REVENUE RECOGNITION |
J. REVENUE RECOGNITION
Sales of products
and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred;
(iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the
prepayment or invoicing and shipment of products.
The Company determines
the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company
recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment
to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes
royalty revenue by applying this percentage to the Companys estimate of applicable licensee sales. The Company bases this
estimate on an analysis of each licensees sales results. Where warranted, revenue from licensees for contractual obligations
such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue
to have been earned by the Company.
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Income Taxes (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Deferred tax assets |
As of September
30, 2015
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
10,647,527 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
10,647,527 |
|
Valuation allowance |
|
|
(10,647,527 |
|
|
|
|
|
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-0- |
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Notes Payable and Convertible Notes Payable (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable |
|
|
September 30, 2014 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
35,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
189,065 |
|
David R. Koos ( Regen)( Note 6) |
|
|
30,168 |
|
The Sherman family Trust |
|
|
125,000 |
|
Total |
|
$ |
379,233 |
|
|
|
September 30, 2015 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
14,000 |
|
Bio Technology Partners Business Trust (Regen) |
|
|
84,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
141,286 |
|
David R. Koos ( Regen)( Note 6) |
|
|
50 |
|
The Sherman family Trust |
|
|
2,000 |
|
Bostonia Partners ( Company) |
|
|
40,000 |
|
Bostonia Partners ( Regen) |
|
|
119,000 |
|
Total |
|
$ |
400,336 |
|
|
Convertible Notes Payable |
|
|
|
|
|
$ |
50,000 |
|
|
Scott Levine |
$ |
10,000 |
|
|
Mike and Ofie Weiner |
$ |
18,400 |
|
|
Mike and Ofie Weiner |
$ |
2,301 |
|
|
Bio Technology Partners Business Trust |
$ |
300,000 |
|
|
Star City Capital, LLC |
$ |
380,701 |
|
|
Total |
|
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|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Comprehensive Income |
Basis |
Fair Value |
Total Unrealized Losses in Other Comprehensive Income |
Net Unrealized Gain or (Loss) realized during the year ended September 30, 2015 |
41,528,361 |
159,720 |
(51,368,641) |
(35,280) |
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|
12 Months Ended |
|
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Apr. 01, 2016 |
Jul. 03, 2006 |
Accounting Policies [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%
|
Equity in Regen BioPharma, Inc. |
18.30%
|
|
|
|
Voting power of Regen BioPharma, Inc. |
70.00%
|
|
|
|
Shares of Entest BioMedical, Inc. for Securities Available for Sale |
8,066,667
|
|
|
|
Note Receivable from Entest Biomedical, Inc. |
|
|
$ 52,500
|
|
Valuation allowance |
100.00%
|
|
|
|
Advertising expenses |
$ 0
|
$ 0
|
|
|
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|
3 Months Ended |
12 Months Ended |
110 Months Ended |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
|
Non-cash gain upon deconsolidation ofEntest Biomedical, Inc. |
|
|
|
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$ 41,645,688
|
Net Losses |
|
|
|
|
31,277,641
|
Equity in Net Losses of Entest Biomedical, Inc. |
|
|
|
|
$ 663,649
|
Net borrowings |
|
|
|
$ 116,861
|
|
Issuance of convetible debt by Regen Biopharma Inc.; Value |
|
$ 90,000
|
$ 775,000
|
|
|
Stock issued during period, shares |
333,333
|
|
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$ 50,000
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Sep. 30, 2015
USD ($)
|
Income Tax Disclosure [Abstract] |
|
Deferred tax asset |
$ 10,647,527
|
Net operating loss carry forwards |
31,316,257
|
Amount of NOL acuired in reverse aquisition fo BMSG |
38,616
|
Amount of NOL attributable to Bio-Matrix Scientific Group, Inc, BMSG and Regen. |
$ 31,277,641
|
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34.00%
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Related Party Transactions (Details Narrative) - USD ($)
|
12 Months Ended |
|
Sep. 30, 2015 |
Sep. 28, 2015 |
License fee |
$ 100,000
|
|
Royalties, receivable |
$ 10,000
|
|
Royalties receivable, percentage |
4.00%
|
|
Stock received as license initiian fee, shares |
|
8,000,000
|
Stock received as license initiation fee, value |
|
$ 100,000
|
David R. Koos |
|
|
Interest rate of note receivable |
15.00%
|
|
Notes payable to related party |
$ 141,286
|
|
Regen, David R. Koos |
|
|
Interest rate of note receivable |
15.00%
|
|
Notes payable to related party |
$ 50
|
|
Regen |
|
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Interest rate of note receivable |
10.00%
|
|
Notes payable to related party |
$ 12,051
|
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|
Sep. 30, 2015 |
Sep. 30, 2014 |
Notes Payable |
$ 400,336
|
|
Bio Technology Partners Business Trust (Company) |
|
|
Notes Payable |
14,000
|
$ 35,000
|
David R. Koos (Company) |
|
|
Notes Payable |
141,286
|
189,065
|
David R. Koos (Regen) |
|
|
Notes Payable |
50
|
30,168
|
The Sherman Family Trust |
|
|
Notes Payable |
2,000
|
$ 125,000
|
Bio Technology Partners Business Trust (Regen) |
|
|
Notes Payable |
84,000
|
|
Bostonia Partners (Company) |
|
|
Notes Payable |
40,000
|
|
Bostonia Partners (Regen) |
|
|
Notes Payable |
$ 119,000
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
|
|
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Apr. 01, 2016 |
Sep. 30, 2014 |
Interest rate on notes payable |
|
|
11.70%
|
|
9.50%
|
Note receivable |
|
|
|
$ 52,500
|
|
Unamortized discount |
|
|
$ 149,193
|
|
|
Convertible notes issued |
|
|
$ 300,000
|
$ 300,000
|
|
Regen |
|
|
|
|
|
Convertible note |
|
$ 882,686
|
|
|
|
Convertible note issued for cash |
|
775,000
|
|
|
|
Convertible note issued for idebtedness |
|
$ 107,686
|
|
|
|
Convertible note, interest rate |
|
10.00%
|
|
|
|
Aggregate derivative liability |
$ 350,666
|
$ 2,368,685
|
|
|
|
Convertible notes issued |
$ 90,000
|
|
|
|
|
Regen | Series AAA |
|
|
|
|
|
Stock issued |
3,214,285
|
31,538,862
|
|
|
|
Regen | Common Stock |
|
|
|
|
|
Stock issued |
|
31,539,262
|
|
|
|
Regen | Common Stock |
|
|
|
|
|
Stock issued |
3,214,285
|
|
|
|
|
The Sherman Family Trust |
|
|
|
|
|
Interest rate on notes payable |
|
|
0.00%
|
|
|
Line of credit |
|
|
$ 700,000
|
|
|
Bio Technology Partners Business Trust |
|
|
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Line of credit |
|
|
$ 500,000
|
|
|
David Koos |
|
|
|
|
|
Interest rate on notes payable |
|
|
15.00%
|
|
|
Line of credit |
|
|
$ 700,000
|
|
|
Due Sept. 16, 2016 |
|
|
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Note receivable |
|
|
$ 60,000
|
|
|
Due Sept. 22, 2016 |
|
|
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Note receivable |
|
|
$ 59,000
|
|
|
Bostonia Partners |
|
|
|
|
|
Related party note payable |
|
|
$ 40,000
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Star City Capital LLC |
|
|
|
|
|
Related party note payable |
|
|
$ 300,000
|
|
|
Conversion terms |
|
|
(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.
|
|
|
Conversion price |
|
|
$ .0001
|
|
|
Amount by which the instrument ecxeeds the principal amount |
|
|
$ 245,454
|
|
|
Scott Levine |
|
|
|
|
|
Related party note payable |
|
|
$ 50,000
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Due Mar. 3, 2010 |
|
|
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Line of credit |
|
|
$ 10,000
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
Due Dec. 28, 2009 | Mike and Ofie Weiner |
|
|
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Line of credit |
|
|
$ 18,400
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
Due Nov. 26, 2009 |
|
|
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Line of credit |
|
|
$ 2,301
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
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v3.3.1.900
Stockholders Equity (Details Narrative) - $ / shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
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 |
5,000,000,000
|
5,000,000,000
|
Common stock; shares issued |
4,232,931,345
|
3,079,900,942
|
Common stock; shares outstanding |
4,232,931,345
|
3,079,900,942
|
Series AAA |
|
|
Preferred stock; par value |
$ 0.0001
|
|
Preferred stock; shares authorized |
1,000,000
|
|
Preferred stock; shares issued |
40,000
|
|
Preferred stock; shares outstanding |
40,000
|
|
Non Voting Preferred Stock |
|
|
Preferred stock; par value |
$ 1.00
|
|
Preferred stock; shares authorized |
200,000
|
|
Preferred stock; shares issued |
0
|
|
Preferred stock; shares outstanding |
0
|
|
Series AA |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
|
100,000
|
Preferred stock; shares issued |
94,852
|
94,852
|
Preferred stock; shares outstanding |
94,852
|
94,852
|
Series B Preferred Stock |
|
|
Preferred stock; par value |
$ .0001
|
|
Preferred stock; shares issued |
725,409
|
|
Preferred stock; shares outstanding |
725,409
|
|
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v3.3.1.900
Commitments and Contingencies (Details Narrative)
|
|
1 Months Ended |
12 Months Ended |
|
|
|
Feb. 09, 2015
USD ($)
|
Aug. 31, 2012
USD ($)
|
Sep. 30, 2015
USD ($)
ft²
|
Sep. 30, 2015
USD ($)
ft²
|
Apr. 01, 2016
USD ($)
|
Feb. 02, 2015
shares
|
Apr. 12, 2013
USD ($)
shares
|
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%
|
Common shares deliverable to Star City | shares |
|
|
|
|
|
103,030,303
|
|
Satisfaction agreement amount |
$ 17,000
|
$ 1,000
|
|
|
|
|
|
Convertible note amount |
|
|
$ 300,000
|
$ 300,000
|
$ 300,000
|
|
|
Convertible note terms |
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
(ii) $0.0001.
|
|
|
|
|
|
|
Note receivable from Star City |
|
|
|
|
$ 52,500
|
|
|
Office Space |
|
|
|
|
|
|
|
Rental space | ft² |
|
|
2,300
|
|
|
|
|
Monthly Fee |
|
|
$ 5,000
|
|
|
|
|
Laboratory Space |
|
|
|
|
|
|
|
Rental space | ft² |
|
|
|
199
|
|
|
|
Monthly Fee |
|
|
|
$ 400
|
|
|
|
Research Agreement |
|
|
|
|
|
|
|
Monthly Fee |
|
|
|
$ 2,700
|
|
|
|
X |
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v3.3.1.900
Investment Securities (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
|
Sep. 30, 2012 |
Sep. 30, 2015 |
Sep. 28, 2015 |
Accounting Policies [Abstract] |
|
|
|
Common shares reclassified |
66,667
|
|
|
Stock issued as license fee, shares |
|
|
8,000,000
|
Stock issued as license fee, value |
|
|
$ 100,000
|
Common shares of Entest Biomedical, Inc |
|
8,066,667
|
|
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v3.3.1.900
Stock Transactions (Details Narrative) - USD ($)
|
12 Months Ended |
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Mar. 17, 2015 |
Stock issued for services, value |
|
$ 26,180
|
|
Stock issued in satisfaction of indebtedness, shares |
1,153,030,303
|
|
|
Stock issued in satisfaction of indebtedness, value |
$ 174,500
|
|
|
Regen |
|
|
|
Stock issued for cash, shares |
666,666
|
|
|
Stock issued for cash, value |
$ 33,333
|
|
|
Stock issued for services, shares |
1,425,808
|
|
|
Stock issued for services, value |
$ 307,956
|
|
|
Stock issued as Restricted Stock Awards |
25,000,000
|
|
|
Stock issued in satisfaction of indebtedness, shares |
35,753,547
|
|
|
Stock issued in satisfaction of indebtedness, value |
$ 1,003,575
|
|
|
Regen | Series AAA |
|
|
|
Stock issued for cash, shares |
333,333
|
|
|
Stock issued for cash, value |
$ 16,667
|
|
|
Stock issued for services, shares |
4,500,000
|
|
|
Stock issued as Restricted Stock Awards |
10,000,000
|
|
|
Stock dividend |
10,395,217
|
|
|
Stock dividend terms |
Common
shareholders received one share of Series A Preferred Stock for every 10 shares
of Regen Biopharma, Inc. common Stock owned as of the Record Date.
|
|
|
Stock issued convertible note |
34,753,547
|
|
|
Stock issued for patents |
|
|
$ 1,000,000
|
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v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
|
12 Months Ended |
|
|
|
|
|
|
|
Sep. 30, 2015 |
Dec. 29, 2015 |
Dec. 15, 2015 |
Nov. 20, 2015 |
Nov. 13, 2015 |
Oct. 28, 2015 |
Oct. 02, 2015 |
Sep. 30, 2014 |
Common stock issued for debt, Shares |
|
|
273,476,806
|
|
|
|
3,862,657,778
|
|
Common stock issued for debt, Amount |
|
|
$ 30,082
|
|
|
|
$ 63,138
|
|
Common stock, Par value |
$ 0.0001
|
|
|
|
|
|
|
$ 0.0001
|
Common stock, authorized |
5,000,000,000
|
|
|
|
|
|
|
5,000,000,000
|
Preferred stock, par value |
$ 0.0001
|
|
|
|
|
|
|
$ 0.0001
|
Preferred stock, authorized |
20,000,000
|
|
|
|
|
|
|
20,000,000
|
Regen |
|
|
|
|
|
|
|
|
Stock issued for cash, shares |
|
4,000,000
|
|
2,200,000
|
|
3,333,334
|
|
|
Stock issued for cash, value |
|
$ 100,000
|
|
$ 55,000
|
|
$ 166,666
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
Common stock, Par value |
|
|
|
|
$ 0.0001
|
|
|
|
Common stock, authorized |
|
|
|
|
8,000,000,000
|
|
|
|
Preferred stock, par value |
|
|
|
|
$ 0.0001
|
|
|
|
Preferred stock, authorized |
|
|
|
|
20,000,000
|
|
|
|
Non Voting Preferred Stock |
|
|
|
|
|
|
|
|
Preferred stock, par value |
$ 1.00
|
|
|
|
|
|
|
|
Preferred stock, authorized |
200,000
|
|
|
|
|
|
|
|
Convertible stock conversion features |
Non Voting Convertible Preferred Stock shall convert at
the option of the holder into shares of the corporationâs 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 holderâs intent to convert.
|
|
|
|
|
|
|
|
Series AAA |
|
|
|
|
|
|
|
|
Stock issued for cash, shares |
|
4,000,000
|
|
2,200,000
|
|
|
|
|
Stock issued for cash, value |
|
$ 100,000
|
|
$ 55,000
|
|
|
|
|
Stock issued during period for services, shares |
|
|
|
400,000
|
|
|
|
|
Series AAA | Regen |
|
|
|
|
|
|
|
|
Stock issued for cash, shares |
|
|
|
|
|
1,666,667
|
|
|
Stock issued for cash, value |
|
|
|
|
|
$ 83,333
|
|
|
Stock issued per employment agreement, shares |
|
|
|
|
|
11,000,000
|
|
|
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