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  

 1 
 

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.

 2 
 

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

 

 3 
 

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

 4 
 

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

 5 
 

 

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

 6 
 

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

 7 
 

BIO-MATRIX SCIENTIFIC GROUP INC. AND SUBSIDIARIES                                          
                                           
Consolidated Statements of Stockholders' Equity                                          
For the Years Ended September 30, 2014 and 2015                                          
                                                       
                                                 
                                                                                                        
       

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

 8 
 

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.

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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.

 10 
 

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.

 11 
 

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.

 12 
 

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.

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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).

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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 

 

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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.

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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:

  (a) $775,000 cash and

  (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.

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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

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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.

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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.

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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

  (ii) $0.0001.

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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

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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.

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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.

 24 
 

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.

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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.

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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.

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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

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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

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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, 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.

   
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    


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


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


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


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)


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


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)


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 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.

 



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 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.



v3.3.1.900
Options and Warrants
12 Months Ended
Sep. 30, 2015
Notes to Financial Statements  
Options and Warrants

NOTE 3. OPTIONS AND WARRANTS

As of September 30, 2015 the Company has no options or warrants outstanding.



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 .



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.



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 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..



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 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:

  (a) $775,000 cash and

 

  (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.



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 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

 

  (ii) $0.0001.

 

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



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 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)



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.



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.



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.



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 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

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

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 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.

 



v3.3.1.900
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  
         
Net deferred tax assets   $ -0-  



v3.3.1.900
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



v3.3.1.900
Investment Securities (Tables)
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)


v3.3.1.900
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)
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    


v3.3.1.900
Going Concern (Details Narrative) - USD ($)
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.         $ 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        
Stock issued during period, value $ 50,000        


v3.3.1.900
Income Taxes - Deferred tax assets (Details)
Sep. 30, 2015
USD ($)
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


v3.3.1.900
Income Taxes (Details Narrative)
12 Months Ended
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
Federal Corporate income tax Rate 34.00%


v3.3.1.900
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    
Interest rate of note receivable 10.00%  
Notes payable to related party $ 12,051  


v3.3.1.900
Notes Payable and Convertible Notes Payable - Notes Payable (Details) - USD ($)
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  


v3.3.1.900
Notes Payable and Convertible Notes Payable - Convertible Notes Payable (Details) - USD ($)
Apr. 01, 2016
Sep. 30, 2015
Debt Disclosure [Abstract]    
Scott Levine   $ 50,000
Mike and Ofie Weiner   10,000
Mike and Ofie Weiner   18,400
Bio Technology Partners Business Trust   2,301
StarCity Capital LLC $ 300,000 300,000
Total   $ 380,701


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 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.    
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    


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  


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      


v3.3.1.900
Comprehensive Income/Loss (Details)
12 Months Ended
Sep. 30, 2015
USD ($)
Accounting Policies [Abstract]  
Basis $ 41,528,361
Fair Value 159,720
Total Unrealized Losses in Other Comprehensive Income (51,368,641)
Net Unrealized Gain or (Loss) realized $ (35,280)


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  


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


v3.3.1.900
Property Dividend (Details Narrative)
1 Months Ended
Mar. 31, 2014
shares
Notes to Financial Statements  
Regen common stock issued to shareholders 20,000,000


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 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.

             
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