Annual Report (10-k)

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ending September 30, 2017

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the transition period from __________ to __________.

Commission file number: 333-191725

REGEN BIOPHARMA, INC.
(Name of small business issuer in its charter)

Nevada		45-5192997
(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)

Issuer’s telephone number: (619) 702-1404

Securities registered under Section 12(b) of the “Exchange Act”: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.

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 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 ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $ 4,926,547

As of December 21, 2017 Regen Biopharma, Inc. had 146,181,009 common shares outstanding.

As of December 21, 2017 Regen Biopharma, Inc. had 136,966,697 shares of Series A Preferred Stock outstanding.

As of December 21, 2017 Regen Biopharma, Inc. had 50,000 shares of Series AA Preferred Stock outstanding.

As of December 21, 2017 Regen Biopharma, Inc. had 38,000,000 shares of Series M Preferred Stock outstanding.

In this annual report, the terms “Regen Biopharma, Inc.. ”, “Regent”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Regen Biopharma, Inc., a Nevada corporation.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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.

PART I

Item 1. Business

We were incorporated April 24, 2012 under the laws of the State of Nevada. We intend to engage primarily in the development of regenerative medical applications which we intend to license, develop internally or acquire outright 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 primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

As of December 27, 2016 , we have not licensed any existing therapies which may be marketed. On June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a subsidiary of Entest Biomedical, Inc.

Pursuant to the Agreement, Zander shall pay to Regen 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 on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.

Pursuant to the Agreement, Zander shall pay to Regen 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 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 receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to Regen 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:

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 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 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.

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.

Zander will be required to obtain approval from the United States Food and Drug Administration (“FDA”) in order to market any Licensed Product which may be developed within the United States and no assurance may be given that such approval would be granted.

Regen has been assigned intellectual property with regard to the gene NR2F6 . It is believed by the Company that NR2F6 expression leads to the shutting down of the immune system’s natural ability to kill cancerous cells. The Company believes that identification of a small molecule which could inhibit this receptor would potentially provide an avenue for immunotherapy of cancer and that identification of a small molecule which could activate this receptor could potentially provide a therapy for autoimmune disease.

The Company is actively identifying small molecules via a high throughput screening program that inhibit NR2F6 leading to immune cell activation for oncology applications. On December 15, 2015 Regen entered into an agreement (“Agreement”) with the National Center for Advancing Translational Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”), an agency of the U.S. Department of Health and Human Services whereby Regen and NCATS shall collaborate to screen for small molecule compounds that activate or inhibit the orphan nuclear receptor, NR2F6.

Initial high throughput screening assays were performed in July to September of 2016 by the contract research organization Proteros, GMBH for Regen Biopharma, Inc. This assay is based on Regen Biopharma Inc.’s screening assay whereby the full-length or ligand-binding domain of NR2F6 Reporter gene assays are used to screen for compounds that modulate gene expression via binding to nuclear hormone receptors. Transfer of this assay to ChemDiv, Inc., another contract research organization, by Regen Biopharma, Inc. was effected in January, 2017.

In molecular biology, a reporter gene is a gene that researchers attach to a regulatory sequence of another gene of interest in bacteria, cell culture, animals or plants. Certain genes are chosen as reporters because the characteristics they confer on organisms expressing them are easily identified and measured, or because they are selectable markers. Reporter genes are often used as an indication of whether a certain gene has been taken up by or expressed in the cell or organism population.

High Throughput Screens (HTS) are recent scientific methods in which hundreds of thousands of experimental samples are subjected to simultaneous testing under given conditions. Through this process one can rapidly identify active compounds, antibodies, or genes that modulate a particular biomolecular pathway. The results of these experiments provide starting points for drug design and for understanding the interaction or role of a particular biochemical process in biology.

HTS performed on behalf of Regen Biopharma, Inc. have been ongoing as of September 9, 2016. Through HTS four newly discovered small molecule compounds which (a) can bind to the relevant structure in a cellular system and (b) show evidence of the ability to modulate activity of NR2F6 have been discovered. In addition, research conducted by ChemDiv on Regen’s behalf has identified a compound that activate NR2F6 which appears to be effective in treating autoimmune diseases with virtually no toxicity.

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

Distribution methods of the products or services:

It is anticipated that Regen will enter into licensing and/or sublicensing agreements with outside entities in order that Regen may obtain royalty income on the products and services which it may develop and commercialize.

Competitive business conditions and Regen's competitive position in the industry and methods of competition

We are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do.

We intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive advantage may be developed and commercialized .

To that effect, we have established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and complete a project in the most cost effective and rapid manner.

Members of the Advisory Board include as follows:

Dr. Weiping Min, M.D., PhD

Dr. Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University of Toronto.

Dr. Min has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, Bio Matrix Scientific Group, Inc. (“BMSN”) has agreed to issue to Dr. Min 200,000 of the common shares of BMSN.

David James Graham White, M.D., Ph.D.

Dr. White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.

Dr. White has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, BMSN has agreed to issue to Dr. White 200,000 of the common shares of BMSN.

David A. Suhy, PhD

Dr. Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October 2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.

Dr. Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University (Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.

Dr. Suhy has served on the Advisory Board since September 11, 2013. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, BMSN has agreed to issue to Dr. White 500,000 of the common shares of BMSN.

Dr. Amit Patel, MD MS

Dr. Patel currently serves as an associate professor in the Division of Cardiothoracic Surgery at the University of Utah School of Medicine and Director of Clinical Regenerative Medicine and Tissue Engineering at the University of Utah and and been involved in over 17 FDA trials in the area of cellular therapy.

Dr. Patel has served on the Advisory Board since October 12, 2014. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Patel 136,000 common shares of Regen.

Dr. Hinrich Gronemeyer

Dr. Hinrich Gronemeyer is a research director at the Institute of Genetics, Cellular & Molecular Biology (IGBMC) in Strasbourg-Illkirch. Dr. Gronemeyer is a Research Director (Class 'Exceptional') of the French National Institute of Health and Medical Research (INSERM) and was Privatdozent at the University Karlsruhe. Hinrich Gronemeyer had extensive collaborations with the pharmaceutical industry (Bristol Myers Squibb, Roussel-Uclaf, Schering AG, etc.) and has been involved in evaluations and brainstormings of several major companies. His 189 publications received an average citation of 83.34 and an h-factor of 59.

Lorraine J. Gudas, PhD

Dr. Gudas is Chairman and Revlon Pharmaceutical Professor of Pharmacology and Toxicology of the Department of Pharmacology at Weill Cornell Medical College and is recognized as one of the world experts on nuclear receptors.

Dr. Gudas is a member of the American Society for Pharmacology and Experimental Therapeutics and a Fellow of the American Association for the Advancement of Science. She has served a term as an elected member of the Board of Directors of the American Association of Cancer Research and as chair of the Board of Scientific Counselors of the National Institute of Diabetes and Digestive and Kidney Disorders as well as the Board of Scientific Counselors of the National Heart, Lung and Blood Institute. She has served as a member of the external advisory boards of three Cancer Centers: The Vermont Cancer Center, The Lineberger Cancer Center of U.N.C. Chapel Hill, and the University of Maryland Greenebaum Cancer Center. In 1999 she received the 2nd Annual "Women in Cancer Research" award from the American Association of Cancer Research. She is on the Editorial Boards of a number of journals, including Molecular Cancer Therapeutics, Molecular and Cellular Biology, Molecular Cancer Research and the Journal of Biological Chemistry. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Gudas 100,000 shares of Regen’s Series A Preferred Stock.

Rohit Duggal, PhD,

Dr. Dugal has 17 years of professional experience in the drug discovery field having worked at Pfizer as a leader of the cancer stem cell group. Dr. Duggal has experience in translating small molecules into clinical candidates, including development of Filibuvir, for which he was granted thePfizer Achievement Award. At Genelux Corp he established cancer stem cell program which aimed at utilization of viruses to selectively target cancer initiating cells. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Dugal 100,000 shares of Regen’s Series A Preferred Stock.

Dr. Jonathan Baell, PhD

Dr. Baell is a professor or Medicinal Chemist at Monash University (Australia). Dr. Baell is a Larkins Fellow, Co-Director of the Australian Translational Medicinal Chemistry Facility and an NHMRC Senior Research Fellow, at Monash Institute of Pharmaceutical Sciences (MIPS).

Dr. Baell has served on the Advisory Board since August 5, 2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Baell 100,000 shares of Regen’s Series A Preferred Stock.

William S. Blaner, PhD

Dr. Blaner is Professor of Nutritional Sciences at Columbia University where he studies the metabolism and actions of retinoids.

Dr. Santosh Kesari, MD PhD

Dr. Kesari is Director of the Neuro-Oncology Program, the Neurotoxicity Treatment Center, and the Translational Neuro-Oncology Laboratories at Moores Cancer Center and serves as Professor of Neurosciences at the UCSD School of Medicine.As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued 100,000 shares of the Company’s Series A Preferred Stock to Dr. Kesari.

Louise Purton, PhD:

Dr. Purdon is Associate Professor at the St. Vincent's Institute of Medical Research at the University of Melbourne, Co-Head of the Stem Cell Regulation Unit and Associate Director at the Institute.

Ralph Nachman, M.D.

Dr. Nachman, a hematologist, is a member of the Institute of Medicine and is a University Professor and former Chairman of Medicine at NY Presbyterian/Weill Cornell Medical Center.

Dr. Nachman has served on the Advisory Board since November 13, 2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Nachman 100,000 shares of Regen’s Series A Preferred Stock.

Helen Sabzevari, Ph.D.

Dr. Sabzevari previously served as senior vice president and head of immuno-oncology, global research and early development at EMD Serono,Inc. Dr, Sabzevari is the co-founder of Compass Therapeutics, which is an antibody discovery and development company.

Stefano Bertuzzi, PhD, MPH

Dr. Bertuzzi, is currently the Executive Director of the American Society for Cell Biology and has been named Executive Director and CEO of the American Society for Microbiology, effective January 4, 2016. Before leading the American Society for Cell Biology, Dr. Bertuzzi was a senior scientific executive at the National Institutes of Health where he served as Director of the Office of Science Policy, Planning, and Communications, and as a science policy advisor to the NIH Director.

Dr.Bertuzzi has served on the Advisory Board since October 14, 2015. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, the Company has issued to Dr. Bertuzzi 100,000 shares of Regen’s Series A Preferred Stock.

We have also established a Business Advisory Board. Members of the Business Advisory Board (“BAB”) include:

Jean Pierre Millon

On October 16, 2017 Mr. Millon agreed to serve as Chairman of the BAB pursuant to an agreement by and between Millon and the Company (“Millon BAB Agreement”).

Mr. Millon currently serves on the Board of Directors of CVS Health. Mr. Millon previously served as President and Chief Executive Officer of PCS Health Systems , Inc. from June 1996 until his retirement in September 2000. Mr. Millon also previously served in an executive capacity at Eli Lilly and Company.

The term of the Millon BAB Agreement shall be from October 9, 2017 to October 9, 2020.

The Millon BAB Agreement requires Millon to

(a)

meet with the Company upon written request, at dates and times mutually agreeable to Hopkins and the Company, to discuss any matter involving the Company or its subsidiaries

(b)

utilize his best efforts to :

Identify and introduce to the Company persons not previously known to the Company to serve as members of the Company’s Business Advisory Board (“Advisory Candidates”).

Identify and introduce to the Company potential purchasers of the Company’s securities, such purchasers not previously known to the Company (“Buyers”)

As consideration for agreeing to serve, Millon is to receive a total of 6,000,000 of the Company’s Series M Preferred shares (“Millon BAB Shares”).

4,000,000 of the BAB Shares were issued to Millon on November 1, 2017. An additional 1,000,000 of the BAB Shares are to be issued on the second anniversary of the Millon BAB Agreement and an additional 1,000,000 of the Millon BAB Shares are to be issued on the third anniversary of the Millon BAB Agreement.

Millon may convert his Millon BAB Shares into an equivalent number of the common shares of the Company upon the sooner of:

a) the execution of a licensing agreement for the Company’s NR2F6 intellectual property, or,

b) upon the third anniversary of the Millon BAB Agreement..

In the event that a candidate identified and introduced by Millon to the Company serves as a member of the BAB, Millon shall receive, ten business days subsequent to the completion of 12 months service by the candidate as a member of the BAB a referral fee equal to 5% (paid to Millon in Series M Preferred shares of the Company) of the shares of the Series M Preferred shares of the Company issued to the referred candidate.

In the event of a purchase of securities by one or more Buyers, such Buyers not previously known to the Company and identified and introduced by Millon to the Company, Millon shall receive a referral fee equal to 5% (paid to Millon in Series M Preferred shares of the Company) of the shares of common stock of the Company purchased by the Buyer.

Robert D. Hopkins

On October 2, 2017Robert D Hopkins agreed to serve as a member of the Company’s BAB pursuant to an agreement by and between the Company and Hopkins (“Hopkins BAB Agreement”).

The term of the Hopkins BAB Agreement shall be from October 2, 2017 to October 2, 2020.

The Hopkins BAB Agreement requires Hopkins to

(c)

meet with the Company upon written request, at dates and times mutually agreeable to Hopkins and the Company, to discuss any matter involving the Company or its subsidiaries

(d)

utilize his best efforts to :

Identify and introduce to the Company persons not previously known to the Company to serve as members of the Company’s Business Advisory Board (“Advisory Candidates”).

Identify and introduce to the Company potential purchasers of the Company’s securities, such purchasers not previously known to the Company (“Buyers”)

As consideration for agreeing to serve, Hopkins received 1,000,000 of the Company’s Series M Preferred shares. An additional 1,000,000 Series M Preferred Shares are to be issued on the first, second and third anniversary of the Fortisano BAB Agreement

Hopkins may convert these shares into an equivalent number of the Company’s common shares upon the sooner of

a) the execution of a licensing agreement for the Company’s NR2F6 intellectual property, or,

b) upon the third anniversary of the Hopkins BAB Agreement..

In the event that a candidate identified and introduced by Hopkins to the Company serves as a member of the BAB, Hopkins shall receive, ten business days subsequent to the completion of 12 months service by the candidate as a member of the BAB a referral fee equal to 5% (paid to Hopkins in Series A Preferred shares of the Company) of the shares of the common shares of the Company issued to the referred candidate.

In the event of a purchase of securities by one or more Buyers, such Buyers not previously known to the Company and identified and introduced by Hopkins to the Company, Hopkins shall receive a referral fee equal to 5% (paid to Hopkins in Series A Preferred shares of the Company) of the shares of common stock of the Company purchased by the Buyer.

Roger Fortisano

On October 2, 2017 Mr. Roger Fortisano agreed serve as a member of the Company’s BAB pursuant to an agreement by and between the Company and Fortisano (“Fortisano BAB Agreement”).

Mr. Fortisano currently serves as Vice-President for Leadership and Strategic Development at UW Health, the academic medical center and health system for the University of Wisconsin.

The term of the Fortisano BAB Agreement shall be from October 2, 2017 to October 2, 2020.

The Fortisano BAB Agreement requires Fortisano to

(a)

meet with the Company upon written request, at dates and times mutually agreeable to Fortisano and the Company, to discuss any matter involving the Company or its subsidiaries

(b)

utilize his best efforts to :

Identify and introduce to the Company persons not previously known to the Company to serve as members of the Company’s Business Advisory Board (“Advisory Candidates”).

Identify and introduce to the Company potential purchasers of the Company’s securities, such purchasers not previously known to the Company (“Buyers”)

As consideration for agreeing to serve, Fortisano is to receive a total of 4,000,000 of the Company’s Series M Preferred shares (“Fortisano BAB Shares”).

1,000,000 of the Fortisano BAB Shares were issued to Fortisano on October 11, 2017. An additional 1,000,000 of the BAB Shares are to be issued on the first, second and third anniversary of the Fortisano BAB Agreement.

Fortisano may convert his Fortisano BAB Shares into an equivalent number of the common shares of the Company upon the sooner of:

a) the execution of a licensing agreement for the Company’s NR2F6 intellectual property, or,

b) upon the third anniversary of the Fortisano BAB Agreement..

In the event that a candidate identified and introduced by Fortisano to the Company serves as a member of the BAB, Fortisano shall receive, ten business days subsequent to the completion of 12 months service by the candidate as a member of the BAB a referral fee equal to 5% (paid to Fortisano in Series A Preferred shares of the Company) of the shares of the common shares of the Company issued to the referred candidate.

In the event of a purchase of securities by one or more Buyers, such Buyers not previously known to the Company and identified and introduced by Fortisano to the Company, Fortisano shall receive a referral fee equal to 5% (paid to Fortisano in Series A Preferred shares of the Company) of the shares of common stock of the Company purchased by the Buyer.

Sources and availability of raw materials and the names of principal suppliers

The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

Patents:

On August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.

Pursuant to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following payments to Benitec as consideration for the grant of the license:

(1) a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the execution date of the Agreement. On August 30, 2013 BMSN issued 8,512,088 of its common shares to Benitec in satisfaction of this obligation on behalf of the Company. Fair value of these common shares as of the date of issuance was determined to be $25,536.

(2) a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date of the Agreement.

(3) The following milestone payments per each Licensed Product that meets such milestone:

Milestone		Amount
Start Phase I/II clinical trial – dosing first patient		$100,000 US Dollars
Start Phase III clinical trial		$500,000 US Dollars
Regulatory Approval for a Licensed Product by first regulatory agency		$1,000,000 US Dollars
Regulatory Approval for a Licensed Product by second regulatory agency		$2,000,000.00 US Dollars

As defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates or its sublicensees pursuant to the license granted by the Agreement.

As further consideration to Benitec, Regen is required to pay:

(i)

Royalties equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four percent (4%) of the Net Sales as defined in the Agreement of any Licensed Products sold pursuant to the license sold within a given year.

(ii)

fifty percent (50%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Regen from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Benitec receives payment.

The term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s Patent Rights covering such Licensed Product.

On August 1, 2015 the Agreement was amended as follows:

Any License Fees or Milestone Payments ( as those terms are defined in the Agreement”) to be paid subsequent to April 6, 2015 may be paid in the common stock of Regen .

The following is a list of patents to which a license has been granted to the Company pursuant to the Benitec Agreement:

Title	Inventors	Country	Number
GENETIC CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE (‘099”)	Graham, Rice, Waterhouse	US	6,573,099
SYNTHETIC GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME (Graham Family)	Waterhouse, Graham, Wang, Rice	US	8,067,383 (was 10/346,853)
		US	11/218,999
		US	7754697
		US	8048670 (was 10/759,841)
		US	8053419 (was 10/821,726)
		US	90/007,247
CONTROL OF GENE EXPRESSION WO99/49029	Graham, Rice, Waterhouse, Wang	AU	743316
		AU	2005211538
		AU	2005209648
		AU	2008249157
		BR	PI9908967.0
		BR	PI9917642.4
		CA	2323726
		CN	200510083325.1
		CN	200910206175
		CZ	295108
		EP	1555317 (formerly patent application no. 04015041.9)
		EP	1624060 (formerly patent application no.05013010.3
		EP	07008204.5
		EP	10183258.2
		UK	GB 2353282
		HK	1035742
		HG	PO5000631
		HG	PO101225
		IN	3901/DELNP/2005
		IN	2000/00169/DE
		JP	2000-537990
		JP	2005-223953
		JP	2007-302237
		JP	2009-161847
		KR	10-2010-7006892 Divisional of 7010419/00
		MX	PA/a/2000/008631
		MX	PA/a/2005/006838
		NZ	506648
		NZ	547283
		PL	P-377017
		SG	75542
		SG	200205122.5
		SG	141233
		SL	287538
		ZA	2000/4507
		SG	141233

Patent Name	Inventors	Country	Application/ Grant No
METHODS AND MEANS FOR OBTAINING MODIFIED PHENOTYPES	Waterhouse, Wang, Graham	AU	29514/99 (760041)
		AU	2007201023
		CA	2325344
		CN	ZL99805925.0 (CN1202246-C)
		EP	99910592.7 (EP1068311)
		JP	2000-543598
		NZ	507093
		US	09/287632
		US	11/364183
		US	11/841737 US20080104732.

Title	Inventors	Country	Number
GENETIC SILENCING	Graham, Rice, Murphy, Reed	JP	2001-569332
		BR	PI0109269-3
		UK	GB2377221
		SG	91678
		ZA	2002/07428
DOUBLE-STRANDED NUCLEIC ACID (LONG HAIR PIN)	Graham, Rice, Roelvink, Suhy, Kolkykhalov, Harrison, Reed.	AU	2004243347
		NZ	543815
		EP	04735856.9
		CA	2527907
		JP	2006-508084
		ZA	2005/09813
		SG	200507474-5
		IL	172191
		US	12/914893 Continuation of 10/861191
RNAi EXPRESSION CONSTRUCTS (single promoter)	Roelvink, Suhy, Kolykhalov, Couto	US	7,803,611
		US	11/883645
		CN	200680010811.3
		HK	08112495.7
		EP	09015950.0
		CA	2596711
		AU	2006210443
		IL	185315
		NZ	560936

The Company has also been assigned the following patents.

US Patent #8389708

METHOD OF CANCER TREATMENT USING SIRNA SILENCING

The present invention is a method for the treatment of cancer involving tumor derived immunosuppression in a subject. The method comprises administering to a subject one or more siRNA constructs capable of inhibiting the expression of an immunosuppressive molecule. The invention also provides siRNA constructs and compositions.

US Patent #9091696

MODULATION OF NR2F6 AND METHODS AND USES THEREOF

The application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount of a NR2F6 modulator.

US Patent #8263571

Gene silencing of the brother of the regulator of imprinted sites (BORIS)

Royalty Agreements

On November 20, 2014 the Company and Dr. Christine Ichim entered into a Consulting Agreement (“Christine Ichim Consulting Agreement”). Pursuant to the Christine Ichim Consulting Agreement, Dr. Ichim shall invent for the Company the following:

a)		Cord Blood Small Molecule (“CBSM invention”)
b)		Cancer Small Molecule Ligand Binding (“CSMLB Invention”)
c)		Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”)
d)		Cancer Small Molecule using 170 Compound List (“CSM170 Invention”)

and shall assign to the Company 100% of her right, title, and interest in the above named inventions and any and patent applications filed for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).

Consideration to be paid by the company to Dr. Ichim pursuant to the Christine Ichim Consulting Agreement shall consist of the following:

As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM Invention

ii)

As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMLB Invention

iii)

As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMAI Invention

iv)

As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSM170 Invention v) Dr. Ichim shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by the Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less any of the following items

(a)

outbound shipping, storage, packing and insurance expenses;

(b)

distributor discounts;

(c)

allowance for doubtful accounts or uncollectible accounts receivable;

(d)

amounts repaid or credited as a result of rejections, defects, or returns

(e)

sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity

(f)

sales commissions.

Other than obligations to make royalty payments pursuant to the Benitec Agreement and Christine Ichim Consulting Agreement the Company is party to no agreements which would require the Company to pay a royalty or license fee.

Other than pursuant to that agreement by and between the Company and Zander Therapeutics, Inc. the Company is party to no binding agreement which would require payments of any royalties or license fees to the Company.

Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business.

The US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.

Our domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals, an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing. Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans.

Phase I

Phase 1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug. These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging, also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However, there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment options.

Phase II

Phase II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger group of volunteers and patients. Phase II trials are performed on larger groups.

Phase III

Phase III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of (i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.

On occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance) and ongoing technical support of a drug after it receives permission to be sold.The safety surveillance is designed to detect any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the Phase I-III clinical trials.

All phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”). The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution. The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development initially required to create the product. No action can be taken to market any therapeutic product in the United States until an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.

Even after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible

The FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and dosage information for that product.

Sales of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval may be longer or shorter than that required for FDA approval.

Amount spent during the last fiscal year on research and development activities

During the fiscal year ended September 30, 2017 we expended $ 1,149,663 on research and development activities.

Costs and effects of compliance with environmental laws (federal, state and local)

Regen has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.

Number of total employees and number of full-time employees

As of December 17, 2017, Regen has 4 employees of which 1 is full time.

Item 2. Properties

On October 1, 2014 the Company entered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease was on a month to month basis and rent payable to Entest Biomedical Inc by the Company was equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance with the original lease agreement between Entest Biomedical Inc and the lessor. On January 20, 2015 the sublease was amended retroactive to January 1, 2015 as follows:

The rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000) and is to be paid in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”) and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.

This property is utilized as office space. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

Item 3. Legal Proceedings

There are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.

The Company’s authorized capital stock consists of the following:

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 146,181,009 shares issued and outstanding as of December 21, 2017.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares issued and outstanding as of December 21, 2017 and 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares are outstanding as of December 21, 2017 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are outstanding as of December 21, 2017.

The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.

Series AA Preferred Stock

The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Series A Preferred Stock

The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.

If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.

Series M Preferred Stock

On January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as "Series M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").

The Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

Our common stock is traded on the OTC Bulletin Board as well as the OTCQB Tier of OTC Markets under the symbol "RGBP”. Prior to September 3, 2014 our common stock was not eligible for trading or quotation on any market or stock exchange. Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

October 1, 2016 to September 30, 2017	HIGH		LOW
First Quarter	$	.1295	$	.058
Second Quarter	$	.10	$	.04
Third Quarter	$	.598	$	.035
Fourth Quarter	$	.044	$	.02

October 1, 2015 to September 30, 2016	HIGH		LOW
First Quarter	$	.219	$	.125
Second Quarter	$	.21	$	.1001
Third Quarter	$	.1497	$	.0655
Fourth Quarter	$	.17	$	.0741

Holders

As of September 30, 2017 there were approximately 464 holders of our Common Stock.

As of September 30, 2017 there were approximately 220 holders of our Series A Preferred Stock.

As of September 30, 2017 there were 2 holders of our Series AA Preferred Stock.

As of September 30, 2017 there were approximately 4 holders of our Series M Preferred Stock

Dividends

No cash dividends were paid during the fiscal year ending September 30, 2017. We do not expect to declare cash dividends in the immediate future.

Recent Sales of Unregistered Securities

Common Shares

On November 8, 2016 the Company sold 5,000,000 of its Common Shares (“Shares”) for consideration of $112,500.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On November 9, 2016 the Company sold 500,000 of its Common Shares (“Shares”) for consideration of $12,500.

On December 19, 2016 the Company sold 7,700,000 of its Common Shares (“Shares”) for consideration of $142,500

On January 5, 2017 the Company sold 1,000,000 of its Common Shares (“Shares”) for consideration of $12,500.

On March 2, 2017 the Company issued 500,000 of its Common Shares (“Shares”) for consideration of $12,500.

On March 8, 2017 the Company issued 200,000 of its Common Shares (“Shares”)Synergy Business Consultants, Inc. as consideration for services

On July 7, 2017 the Company issued 308,219 of its Common Shares (“Shares”) in satisfaction of expenses valued at $12,060.

On July 24, 2017 the Company issued 450,000 of its Common Shares (“Shares”) as consideration for services rendered.

On August 21, 2017 the Company issued 833,333 of its Common Shares (“Shares”) pursuant to the terms and conditions of that Agreement entered into by and between Regen Biopharma, Inc. and Benitec Australia Limited (“Benitec), as amended, whereby an exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec was granted to Regen.

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

On December 6, 2017 the Company issued 3,976,642 of its Common Shares in conversion of $78,000 of convertible notes payable and payment of $7,900 of fees .

Series A Preferred Shares

On November 8, 2016 the Company sold 5,000,000 of its Series A Preferred Shares (“Shares”) for consideration of $112,500.

On November 9, 2016 the Company sold 500,000 of its Series A Preferred Shares (“Shares”)for consideration of $12,500

On December 19, 2016 the Company sold 9,700,000 of its Series A Preferred Shares (“Shares”) for consideration of $ 167,500

On January 5, 2017 the Company sold 1,000,000 of its Series A Preferred Shares (“Shares”) for consideration of $ 12,500

On March 2 the Company issued 500,000 of its Series A Preferred Shares (“Shares”)for consideration of $12,500.

Series AA Preferred Stock

On March 8, 2017 the Company issued 20,000 of its Series AA Preferred Stock (“Shares”) to David Koos in satisfaction of $5,000 of salary accrued but unpaid.

Series M Preferred Stock

On March 8, 2017 the Company issued 10,000,000 of its Series M Preferred stock (“Shares”) to Todd Caven, the Company’s Chief Financial Officer, for services.

On March 8, 2017 the Company issued 10,000,000 of its Series M Preferred stock (“Shares”) to Harry Lander, the Company’s President, for services.

On March 8, 2017 the Company issued 11,500,000 of its Series M Preferred stock (“Shares”) to David Koos the Company’s Chief Executive Officer, for services

On June 15, 2017 the Company issued 500,000 shares of its Series M Preferred Stock (“Shares”) as consideration for nonemployee services.

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

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

Cancellation of Officer Shares

On December 27, 2016 Todd Caven, the Company’s Chief Financial Officers, agreed to the cancellation of 7,500,000 of his personally owned Common Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.

On December 30, 2016 Todd Caven, the Company’s Chief Financial Officers, agreed to the cancellation of 2,500,000 of his personally owned Series A Preferred Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.

On March 15, 2017 David R. Koos submitted to Regen for cancellation:

(a)

9,000,000 common shares of Regen personally owned by David R. Koos

(b)

2,500,000 of Regen’s Series A Preferred shares personally owned by David R. Koos

On March 15, 2017 Harry Lander submitted to Regen for cancellation 10,000,000 of Regen’s Series A Preferred shares personally owned by Harry Lander.

Convertible Notes

On October 7, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

The Note contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend.

On October 31, 2016 (“Issue date”) the Company issued a second Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is two years from the issue date.

On October 31, 2016 (“Issue date”) the Company issued a third Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

On October 31, 2016 (“Issue date”) the Company issued a fourth Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

On December 22, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

On March 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $75,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 1, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share .

On March 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 9, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share .

On March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is February 24, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share .

On March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is March 31, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share .

On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share .

On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share .

On May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000 for consideration consisting of $200,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii)

One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).

(iii)

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

On May 10, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iii)

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

On May 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 19, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:

(i)

One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii)

(iii)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a)

The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b)

The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

(c)

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

On June 26, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $150,000 for consideration consisting of $150,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is June 16, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iii)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a)

The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b)

(c)

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

On June 6, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $65,906 cash, which was received during the Company’s fourth fiscal quarter, and payment on behalf of the Company of 9,094 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is June 16, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

On August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000 for consideration consisting of $74,750 cash and payment on behalf of the Company of 10,250 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

On August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000 for consideration consisting of a note payable to the Company in the amount of $85,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of promissory Note payable to the Company in the amount of 40,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

On September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of a promissory note payable to the Company in the amount of $40,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

On August 29, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is August 29, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

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

On September 22, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is September 21, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On September 22, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is September 22, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On September 25, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is September 25, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On December 15, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $35,000 for consideration consisting of $35,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is December 15, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration consisting of $100,000 cash and payment on behalf of the Company of 13,250 of expenses incurred in connection with the issuance of the Note. The Note also carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

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

On October 3, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 3, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On October 4, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 4, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On October 16, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

“Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On November 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is November 1, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

“Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

On October 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i)

(ii)

(iv)

One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

All the abovementioned Notes contained a provision that until such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a restrictive legend . The Notes were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The Notes were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Notes. There was no advertisement or general solicitation made in connection with this Offer and Sale of Notes.

Use of Proceeds

With regard to all securities sold for cash consideration described above, Cash proceeds received from sale will be utilized by Regen for general corporate purposes

Item 6. Selected Financial Data

As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As of September 30, 2016, we had Cash in the amount of $ 24,822 and as of September 30, 2017 we had Cash in the amount of $269,973.

The increase in cash on hand of approximately 987.64% is primarily attributable to

(a)$1,619,000 received as a result of issuance of convertible notes payable

(b) $610,000 received as a result of sales of securities for cash

(c)$20,000 in deposit by an investor in anticipation of issuance of debt by the Company

Offset by principal repayments of Notes Payable and costs of operating the Company’s business.

As of September 30, 2017 we had Notes Receivable due from Related Party of $4,551 and as of September 30, 2016 we had Notes Receivable due from Related Party of $12,051.

The decrease in Notes Receivable due from Related Party of approximately 62% is attributable to $17,051 of payments on principal indebtedness made to the Company during the nine months ended June 30, 2017 offset by $9,551 loaned by the Company during the nine months ended June 30, 2017.

As of September 30, 2017 we had Notes Receivable ( Non Related Party) of $165,000 and as of September 30, 2016 we had Notes Receivable ( Non Related Party) of $0.

The increase in Notes Receivable is attributable to the following:

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

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

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

As of September 30, 2017 we had Accounts Receivable of $0 and as of September 30, 2016 we had Accounts Receivable of $83,000.

The decrease in Accounts Receivable is attributable to 83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. accepted by the Company in satisfaction of $83,000 due and payable to the Company pursuant to the terms and conditions of an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years.

David Koos serves as Chairman and Chief Executive Officer of the Company, Zander and Entest Biomedical, Inc.

Harry Lander serves as President and Chief Scientific Officer of the Company and Zander.

Todd Caven serves as Chief Financial Officer of the Company and Zander.

As of September 30, 2017 we had Prepaid Expenses of $34,427 and as of September 30, 2016 we had Prepaid Expenses of $69,905.

The decrease in Prepaid Expenses of approximately 50.7% is primarily attributable to the recognition during the year ended September 30, 2017 of $35,478 of expenses which had been prepaid by the Company during the quarter ended September 30, 2016.

As of September 30, 2017 we had Accrued Interest Receivable of $4,436 and as of September 30, 2016 we had Accrued Interest Receivable of $2,578.

The increase in Accrued Interest Receivable of approximately 72% is attributable to interest accrued but unpaid during the year ended September 30, 2017 resulting from amounts due to the Company by Entest Bio-Medical, Inc. as well as interest accrued but unpaid due to the Company from GS Capital Partners LLC and LG Capital Funding LLC. David R. Koos serves as Chairman of the Board and Chief Executive Officer of both the Company and Entest Bio-Medical, Inc.

As of September 30, 2017 we had $0 due from Former Employee and as of September 30, 2016 we had $15,000 due from Former Employee.

The decrease of $15,000 due from Former Employee is attributable to such debt being ascertained uncollectible by the Company.

As of September 30,2017 we had available for sale securities of $465,852 and as of September 30, 2016 we had available for sale securities of $112,000.

The increase in available for sale securities of approximately 315.94% is attributable to:

(a)

unrealized gains recognized on 8,000,000 common shares of Entest Biomedical, Inc. owned by the Company.

(b)

The acceptance by the Company of 185,852 of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of $185,852 due and payable to the Company pursuant to the terms and conditions of an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years.

As of September 30, 2017 we had Accounts Payable of $495,749 and as of September 30, 2016 we had Accounts Payable of $240,759.

The increase in Accounts Payable of approximately 105.91% is primarily attributable to increases in outstanding obligations of the Company to Contract Research Organizations incurred in the course of business.

As of September 30, 2017 we had Notes Payable of $111,355 and as of the same date ended 2016 we had Notes Payable of $143,447.

The decrease in Notes Payable of approximately 22.3% is primarily attributable to net principal cash repayments made to creditors during the twelve months ended September 30, 2017.

As of September 30, 2017 we had accrued payroll taxes of $857 and as of September 30, 2016 we had accrued payroll taxes of $33,040.

The decrease in accrued payroll taxes of approximately 97.4% is primarily attributable to the derecognition of $34, 666 of employer payroll tax payable resulting from the cancellation within the same calendar year of vesting of :

	(a)	7,500,000 shares of Regen’s common stock personally owned by Todd S. Caven, Regen’s Chief Financial Officer, issued as compensation
	(b)	2,500,000 shares of Regen’s Series A Preferred personally owned by Todd S. Caven issued as compensation
	(c)	10,000,000 shares of Regen’s Series A Preferred personally owned by Harry Lander issued as compensation

As of September 30, 2016, we had Accrued Payroll of $263,996 and as of September 30, 2017 we had Accrued Payroll of $590,996.

The increase in Accrued Payroll of approximately 123.87% is attributable to :

$45,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended December 31, 2016

$40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended December 31, 2016

$30,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended March 31, 2017

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

$45,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended June 30, 2017

$40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended June 30, 2017.

$45,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended September 30, 2017

$40,500 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the three months ended September 30, 2017.

As of September 30, 2017 we had accrued rent of $5,000 and as of September 30, 2016 we had Accrued Rent of $15,000.

The decrease in accrued rent of approximately 66.6% is primarily attributable to a decrease in Rental Expenses accrued but unpaid due to Entest Biomedical, Inc.

As of September 30, 2016 we had Amounts due to Shareholder of $50,000 and as of September 30, 2017 we had Amounts Due to Shareholder of $0.

The decrease in Amount due to Shareholder of 100% is attributable to the following:

On July 13, 2016 the Company entered into an agreement (“Agreement”) with an outside investor whereby the investor agreed to buy and the Company agreed to sell 1,000,000 Units for consideration of $50,000. Each Unit issuable pursuant to the Agreement shall consist of one share of the Company’s common stock and three shares of the Company’s Series A Preferred Stock. During the quarter ended September 30, 2016 the outside investor paid consideration to the Company of $50,000 for One Million Units. As of September 30, 2016 the securities issuable pursuant to the Agreement have not been issued. During the quarter ended December 31, 2016 the securities issuable pursuant to the Agreement were issued reducing Amount due to Shareholder by $50,000.

As of September 30, 2016 we had Amounts due to Investor of $0 and as of September 30, 2017 we had Amounts Due to Investor of $20,000.

The increase in Amounts due to Investor is attributable to a $20,000 deposit by an investor in anticipation of issuance of a note by the Company, such note not having been issued as of September 30, 2017.

As of September 30, 2017 we had Accrued Interest Payable of $122,807 and as of September 30, 2016 we had Accrued Interest Payable of $43,918.

The increase in Accrued Interest Payable of approximately 179% is primarily attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the year ended September 30, 2017 but not yet paid.

As of September 30, 2017 we had Other Accrued Expenses of $33,034 and as of the same year ended 2016 we had Other Accrued Expenses of $0.

The increase in Other Accrued Expenses is attributable to reimbursements due by the Company to the Company’s Chief Financial Officer for business expenses incurred by the Company’s Chief Financial Officer in the performance of his duties.

As of September 30, 2016 we had Convertible Notes Payable of $300,000 and as of September 30, 2017 we had Convertible Notes Payable of $2,084,000.

The increase in Convertible Debt Payable of 594.67% is attributable to Convertible Debt with a face value of $1,784,000 being issued during the twelve months ended September 30, 2017.

As of September 30, 2017 we had a Derivative Liability of $4,234,475 and as of September 30, 2016 we had a Derivative Liability of $0.

The increase in Derivative Liability is primarily attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $1,465,000 issued during the twelve months ended September 30, 2017.

Material Changes in Results of Operations

Revenues from continuing operations were $110,000 for the fiscal year ended September 30, 2017 and $100,000 for the fiscal year ended September 30, 2016. Net losses were$5,839,039 for the fiscal year ended September 30, 2017 and $3,413,519 for the same year ended 2016.

The increase in Net Losses of approximately 71% is primarily attributable to a 71% increase in Research and Development costs incurred during the fiscal year ended 2017 as compared to the same period ended 2016, a 2,466% increase during the fiscal year ended 2017 in Interest Expense attributable to amortizations of discounts recognized on convertible notes as compared to the same period ended 2016 and the recognition of a Derivative Expense during the year ended September 30, 2017 of $2,792,819.

As of September 30, 2017 we had $269,973 cash on hand and current liabilities of $5,863,164 such liabilities consisting of Accounts Payable, Notes Payable, Amounts Due to Investor, Convertible Notes Payable ( Net of Discounts) Accrued Expenses, and Derivative Liability . We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

The Company plans to meet cash needs through selling its securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts.

We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.

As of December 28, 2017 we are not party to any binding agreements which would commit Regen to any material capital expenditures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Regen BioPharma, Inc.

We have audited the accompanying consolidated balance sheet of Regen BioPharma, Inc. as of September 30, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the two years in the period ended September 30, 2017. Regen BioPharma, 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 consolidated financial position of Regen BioPharma, Inc. as of September 30, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the two years in the period ended September 30, 2017 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 3 to the financial statements, the Company has negative working capital at September 30, 2017, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ AMC Auditing

AMC Auditing

Las Vegas, Nevada

December 28, 2017

REGEN BIOPHARMA , INC.
CONSOLIDATED BALANCE SHEET


	As of September 30, 2017			As of September 30, 2016 (as restated)
ASSETS
CURRENT ASSETS
Cash		269,973			24,822
Accounts Receivable		0			83,000
Note Receivable, Related Party		4,551			12,051
Note Receivable		165,000			0
Prepaid Expenses		34,427			69,905
Accrued Interest Receivable		4,436			2,578
Due from Former Employees		0			15,000
Total Current Assets		478,387			207,356

OTHER ASSETS
Available for Sale Securities		465,852			112,000
Total Other Assets		465,852			112,000
TOTAL ASSETS		944,239			319,356

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		495,749			240,759
Notes Payable		111,355			143,447
Accrued payroll taxes		857			33,040
Accrued Interest		122,807			43,918
Accrued Rent		5,000			15,000
Accrued Payroll		590,996			263,996
Other Accrued Expenses		33,034
Due to Shareholder					50,000
Due to Investor		20,000
Derivative Liability		4,234,475
Convertible Notes Payable		248,890			9,041
Total Current Liabilities		5,863,164			799,201
Long Term Liabilities:
Convertible Notes Payable		332,409			107,057
Total Long Term Liabilities		332,409			107,057
Total Liabilities		6,195,573			906,258

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 139,704,157 issued and outstanding as of September 30, 2017 and 139,712,605 shares issued and outstanding September 30, 2016		13,969			13,970
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30, 2016 and September 30, 2017 respectively
Series A Preferred 300,000,000 authorized, 136,966,697 and 135,266,697 outstanding as of September 30, 2017 and September 30, 2016 respectively		13,697			13,527
Series AA Preferred $0.0001 par value 600,000 authorized and 50,000 and 30,000 outstanding as of September 30, 2017 and September 30, 2016, respectively		5			3
Series M Preferred $0.0001 par value 300,000,000 authorized and 32,000,000 and 0 outstanding as of September 30, 2017 and September 30, 2016, respectively		3,200			0
Additional Paid in capital		6,642,979			5,639,753
Contributed Capital		728,658			728,658
Retained Earnings (Deficit) accumulated during the development stage		(12,741,843	)		(6,902,812	)
Accumulated Other Comprehensive Income		88,000			(80,000	)
Total Stockholders' Equity (Deficit)		(5,251,335	)		(586,902	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		944,239			319,356

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA , INC.
CONSOLIDATED STATEMENT OF OPERATIONS


	Year Ended September 30, 2017		Year Ended September 30, 2016 (as restated)
REVENUES	110,000		100,000

COST AND EXPENSES
Research and Development	1,149,663		671,095
General and Administrative	822,076		1,664,250
Consulting and Professional Fees	589,146		661,617
Rent	60,000		60,000
Total Costs and Expenses	2,620,885		3,056,962

OPERATING LOSS	(2,510,885	)	(2,956,962	)

OTHER INCOME & (EXPENSES)
Interest Income	1,858		1,197
Other Income	50,872
Refunds of amounts previously paid	3,000
Bad Debt Expense	(15,000	)
Interest Expense	(98,802	)	(27,824	)
Interest Expense attributable to Amortization of Discount	(477,262	)	(18,597	)


Loss on issuance of common shares for less than fair value			(411,333	)
Derivative Expense	(2,792,819	)
TOTAL OTHER INCOME (EXPENSE)	(3,328,153	)	(456,558	)

NET INCOME (LOSS)	(5,839,039	)	(3,413,519	)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	(0.0413	)	(0.0267	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	141,426,429		127,840,131

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Year ended Ended September 30
	2017			2016 (as restated)
Net Income (Loss)	$	(5,839,039	)	$	(3,413,519	)
Add:
Unrealized Gains on Securities		208,000
Less:
Unrealized Losses on Securities		(40,000	)		(46,400	)
Total Other Comprehensive Income (Loss)		168,000			(46,400	)
Comprehensive Income	$	(5,671,039	)		(3,459,919	)

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA , INC.
Statement of shareholder's equity
For the years ended September 30, 2016 and 2017


	Series A Preferred						Series AA Preferred				Common						Series M Preferred
	Shares			Amount			Shares		Amount		Shares			Amount			Shares		Amount		Additional Paid-in Capital			Retained Earnings			Contributed Capital		Accumulated Other Comprehensive Income			Total
Balance September 30, 2015		60,981,697			6,098			30,000		3		114,753,938			11,474							2,679,474			(3,489,293	)		728,658		(33,600	)		(97,187	)
Common Stock issued for cash at $0.05 per share issued 10/28/2015												3,333,334			333							166,334											166,667
Preferred Stock issued for cash at $0.05 per share issued 10/28/2015		1,666,667			167																	83,166											83,333
Preferred Stock issued for services as Restricted Stock Award issued on 10/28/2015		11,000,000			1,100																	(1,100	)										0
Common Stock issued for cash at $0.025 per share issued 11/20/2015												2,200,000			220							54,780											55,000
Preferred Stock issued for cash at $0.025 per share issued 11/20/2015		2,200,000			220																	54,780											55,000
Common Stock issued for cash at $0.025 per share issued 12/29/2015												4,000,000			400							99,600											100,000
Preferred Stock issued for cash at $0.025 per share issued 12/29/2015		4,000,000			400																	99,600											100,000
Preferred Stock issued for services issued 11/30/2015		400,000			40																												40
Loss on Issuance of Securities for Less than fair value recognized during quarter																						0											0
Restricted Stock Award compensation expense recognized during Quarter ended December 31, 2015																						247,724											247,724
Unrealized Loss on Securities Available for Sale recognized during Quarter ended December 31, 2015																														(38,400	)		(38,400	)
Net Loss for the quarter ended December 31, 2015																									(694,153	)							(694,153	)
Balance December 31, 2015		80,248,364			8,025			30,000		3		124,287,272			12,427							3,484,356			(4,183,446	)		728,658		(72,000	)		(21,976	)
Common Stock issued for cash at $0.05 per share issued 1/28/2016												2,000,000			200							99,800											100,000
Preferred Stock issued for cash at $0.05 per share issued 1/28/2016		1,000,000			100																	49,900											50,000
Common Stock issued for cash at $0.025 per share issued 1/29/2016												30,000			3							747											750
Preferred Stock issued for cash at $0.025 per share issued 1/29/2016		300,000			30																	7,470											7,500
Common Stock issued for cash at $0.025 per share issued 2/2/2016												270,000			27							6,723											6,750
Common Stock issued for cash at $0.05 per share issued 2/22/2016												666,666			67							33,267											33,333
Common Stock issued for cash at $0.0125 per share issued 2/22/2016												1,000,000			100							12,400											12,500
Preferred Stock issued for cash at $0.05 per share issued 2/22/2016		333,333			33																	16,633											16,667
Preferred Stock issued for cash at $0.0125 per share issued 3/22/2016		3,000,000			300																	37,200											37,500
Restricted Stock Award compensation expense recognized during Quarter ended March 31, 2016																						247,739											247,739
Loss on Issuance of Securities for Less than fair value recognized during quarter																						0											0
Beneficial Conversion Feature Recognized during the Quarter Ended March 31, 2016																						42,600											42,600
Unrealized Loss on Securities Available for Sale recognized during Quarter ended March 31, 2016																														(63,200	)		(63,200	)
Net Loss for the quarter ended March 31, 2016																									(726,064	)							(726,064	)
Balance March 31, 2016		84,881,697			8,488			30,000		3		128,253,938			12,824							4,038,835			(4,909,510	)		728,658		(135,200	)		(255,902	)
Preferred Stock issued for debt issued April 7, 2016		1,000,000			100																	9,900											10,000
Preferred Stock issued for Officer Compensation April 7 2016		30,000,000			3,000																												3,000

Common Stock issued for debt issued May 9 , 2016												700,000			70							13,930											14,000
Common Stock issued for cash at $0.0125 per share issued 5/23/2016												1,000,000			100							12,400											12,500
Preferred Stock issued for cash at $0.0125 per share issued 5/23/2016		3,000,000			300																	37,200											37,500
Common Stock issued for cash at $0.03329 per share issued 6/6/2016												3,500,000			350							118,400											118,750
Preferred Stock issued for cash at $0.01938 per share issued 6/6/2016		5,500,000			550																	105,700											106,250
Preferred Stock issued for cash at $0.0125 per share issued 6/15/2016		3,285,000			329																	40,734											41,062
Common Stock issued for cash at $0.0125 per share issued 6/15/2016												1,095,000			110							13,578											13,687
Loss on Issuance of Securities for Less than fair value recognized during quarter																						48,300											48,300
Beneficial Conversion Feature Recognized during the Quarter Ended June 30, 2016																						9,900											9,900
Restricted Stock Award compensation expense recognized during Quarter ended June 30 2016																						247,739											247,739
Unrealized Gain on Securities Available for Sale recognized during Quarter ended June 30, 2016																														23,200			23,200
Net Loss for the quarter ended June 30, 2016																									(1,000,213	)							(1,000,213	)

Balance June 30, 2016		127,666,697			12,767			30,000		3		134,548,938			13,453							4,696,615			(5,909,722	)		728,658		(112,000	)		(570,226	)
Preferred Stock issued for Nonemployee Compensation July 27, 2016		100,000			10																	15,890											15,900
Preferred Stock issued for cash at $0.0125 per share issued 8/16/2016		2,000,000			200																	24,800											25,000
Common Stock issued for debt issued August 17 , 2016												3,966,667			397							108,603											109,000
Preferred Stock issued for cash at $0.0125 per share issued 8/22/2016		4,000,000			400																	49,600											50,000
Common Stock issued for Nonemployee Compensation 8/22/2016												197,000			20							28,545											28,565
Preferred Stock issued for cash at $0.0125 per share issued 9/13/2016		1,500,000			150																	18,600											18,750
Common Stock issued for cash at $0.004167 per share issued 9/13/2016												500,000			50							6,200											6,250
Common Stock issued for Nonemployee Compensation 8/22/2016												500,000			50							71,200											71,250
Loss on Issuance of Securities for Less than fair value recognized during quarter																						363,033											363,033
Beneficial Conversion Feature Recognized during the Quarter Ended September 30, 2016																						150,000											150,000
Restricted Stock Award compensation expense recognized during Quarter ended September 30 2016																						106,666											106,666
Unrealized Gain on Securities Available for Sale recognized during Quarter ended September 30, 2016																														32,000			32,000
Net Loss for the quarter ended September 30, 2016																									(993,088	)							(993,088	)
Balalnce September 30, 2016		135,266,697			13,527			30,000		3		139,712,605			13,970							5,639,753			(6,902,812	)		728,658		(80,000	)		(586,902	)
Preferred Stock issued for Cash 11/8/2016		5,000,000			500																	112,000											112,500
Common Stock issued for Cash 11/8/2017												5,000,000			500							112,000											112,500
Preferred Stock issued for Cash 11/9/2016		500,000			50																	12,450											12,500
Common Stock issued for Cash 11/9/2017												500,000			50							12,450											12,450
Preferred Stock issued for Cash 12/19/2016		9,700,000			970																	166,530											167,500
Common Stock issued for Cash 12/19/2016												7,700,000			770							141,730											142,500
Cancellation of Common Shares of Officer 12/27/2016												(7,500,000	)		(750	)						750
Cancellation of Preferred Shares of Officer 12/30/2016		(2,500,000	)		(250	)																250
Restricted Stock Award compensation expense recognized during Quarter ended December 31, 2016																						5,240											5,240
Beneficial Conversion Feature Recognized during the Quarter Ended December 31, 2016																						240,000											240,000
Unrealized Gain on Securities Available for Sale recognized during Quarter ended December 31, 2016																														200,000			200,000
Net Loss for the quarter ended December 31, 2016																									(560,705	)							(560,705	)
Balance December 31, 2016		147,966,697			14,797			30,000		3		145,412,605			14,540							6,443,153			(7,463,517	)		728,658		120,000			(142,417	)
Preferred Stock issued for Cash 1/5/2017		1,000,000			100																	12,400											12,500
Common Stock issued for Cash 1/5/2017												1,000,000			100							12,400											12,500
Preferred Stock issued for Cash 3/2/2017		500,000			50																	12,450											12,500
Common Stock issued for Cash 3/2/2017												500,000			50							12,450											12,500
Preferred Shares issued for Accrued Salary 3/8/2017								20,000		2												4,998											5,000
Preferred Shares issued for Services 3/8/2017																		31,500,000		3,150													3,150
Common Shares issued for Services 3/8/2017												200,000			20							13,380											13,400
Cancellation of Preferred Shares of Officers 3/15/2017		(12,500,000	)		(1,250	)																1,250
Cancellation of Common Shares of Officer 3/15/2017												(9,000,000	)		(900	)						900
Restricted Stock Award compensation expense recognized during Quarter ended March 31, 2017																						3,340											3,340
Unrealized Gain on Securities Available for Sale recognized during Quarter ended March 31, 2017																														8,000			8,000
Net Loss for the quarter ended March 31, 2017																									(1,311,594	)							(1,311,594	)
Balance March 31, 2017		136,966,697			13,697			50,000		5		138,112,605			13,810			31,500,000		3,150		6,516,721			(8,775,111	)		728,658		128,000			(1,371,121	)
Preferred Shares Issued for Services 6/15/2017																		500,000		50													50
Beneficial Conversion Feature Recognized during the Quarter Ended June 30, 2017																						75,000											75,000
Unrealized Loss on Securities Available for Sale recognized during Quarter ended June 30, 2017																														(8,000	)		(8,000	)
Net Loss for the quarter ended June 30, 2017																									(2,623,407	)							(2,623,407	)
Balance June 30, 2017		136,966,697			13,697			50,000		5		138,112,605			13,810			32,000,000		3,200		6,591,720			(11,398,518	)		728,658		120,000			(3,927,477	)
Common Shares issued for Expenses 7/07/2017												308,219			31							12,029											12,060
Common Shares issued for Services 7/24/2017												450,000			45							10,980											11,025
Common Shares issued for Services 8/21/2017												833,333			83							28,250											28,333
Original Issue Discount Recognized During the Quarter Ended 9/30/2017
Unrealized Loss on Securities Available for Sale recognized during Quarter ended September 30, 2017																														(32,000	)		(32,000	)
Net Loss for the quarter ended September 30, 2017																									(1,343,333	)							(1,343,333	)
Balance September 30, 2017		136,966,697			13,697			50,000		5		139,704,157			13,969			32,000,000		3,200		6,642,979			(12,741,843	)		728,658		88,000			(5,251,335	)

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA , INC.
CONSOLIDATED STATEMENT OF CASH FLOWS


		Year Ended September 30, 2017			Year Ended September 30, 2016 (as restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)		(5,839,039	)		(3,413,519	)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants		50			15,940
Common Stock issued to Consultants		52,760			99,815
Preferred Stock issued for compensation		3,150			3,000
Preferred Stock issued for Expenses		5,000
Common Stock issued for expenses		0
Increase (Decrease) in Interest expense attributable to amortization of Discount		477,262			18,597
Increase in Additional Paid in Capital		8,580			849,866
Increase (Decrease) in Loss on Issuance of stock below fair value					411,333
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		254,991			214,904
(Increase) Decrease in Accounts Receivable		83,000			(83,000	)
(Increase) Decrease in Notes Receivable		7,500
(Increase) Decrease in Interest Receivable		(1,858	)		(1,197	)
Increase (Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses		396,740			286,921
(Increase) Decrease in Prepaid Expenses		35,478			(59,905	)
(Increase) Decrease in Due From Former Employee		15,000			(15,000	)
Increase in Derivative Expense		2,792,819
Increase in Stock Accepted as Consideration		(185,852	)
Net Cash Provided by (Used in) Operating Activities		(1,894,419	)		(1,672,245	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		292,500			626,188
Preferred Stock issued for Cash		317,507			628,563
Increase in Contributed Capital
Increase (Decrease) in Notes Payable		(32,093	)		53,696
Increase in Convertible Notes payable		1,619,000			300,000
(Increase) Decrease in Original Issue Discount		(27,344	)
Increase (Decrease) in Due to Investor		20,000
Increase (Decrease) in Due to Shareholder		(50,000	)		50,000
Net Cash Provided by (Used in) Financing Activities		2,139,570			1,658,447

Net increase (Decrease) in Cash		245,151			(13,798	)

Cash at Beginning of Period	$	24,822		$	38,620

Cash at End of Period	$	269,973		$	24,822

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt	$	0		$	123,000
Preferred Shares Issued for Debt	$	0		$	10,000
Cash Paid for Interest	$	19,767		$	5,000

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.

Notes to Consolidated Financial Statements

As of September 30, 2017

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was organized April 24, 2012 under the laws of the State of Nevada.

The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.

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

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

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

D. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Of the cash on hand as of September 30, 2017 $19,705 is not insured by the Federal Deposit Insurance Corporation.

E. PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.

F. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

G. DERIVATIVE LIABILITIES.

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

The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model

The Black Scoles pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of September 30, 2017 utilized the following imputs:

Risk Free Interest Rate		1.21 - 1.699
Expected Term		1-3 Yrs
Expected Volatility		124 - 174%

H. INCOME TAXES

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

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2017 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

I. BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.

J. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30, 2017 .

K. NOTES RECEIVABLE

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

L. REVENUE RECOGNITION

Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.

The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

M. INTEREST RECEIVABLE

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

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.

On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:

The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.

Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.

While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.

On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $12,741,843 during the period from April 24, 2012 (inception) through September 30, 2017. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. During the year ended September 30, 2016 the Company raised $1,254,751 through the issuance of equity securities for cash and $300,000 through the issuance of convertible debentures. During the quarter ended December 31, 2016 the Company raised $585,000 through the issuance of equity securities for cash and $240,000 through the issuance of convertible debentures. During the quarter ended March 31, 2017 the Company raised $25,000 through the issuance of equity securities for cash and $200,000 through the issuance of convertible debentures. During the quarter ended June 30, 2017 the Company raised $650,000 through the issuance of convertible debentures. During the quarter ended September 30, 2017 the Company raised $501,656 through the issuance of convertible debentures.

NOTE 4. NOTES PAYABLE

	September 30, 2017
David Koos ( Note 8)		227
Bostonia Partners		58,288
Bio Matrix Scientific Group, Inc. (Note 8)		6,000
Blackbriar Partners, Inc.(Note 8)	$	46,840
Notes payable	$	111,355

$227 lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.

$5,288 lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.

$53,000 lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.

$6,000 lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.

$274 lent to the Company by Blackbriar Partners, Inc. is due and payable February 21, 2018 and bears simple interest at a rate of 10% per annum.

$66 lent to the Company by Blackbriar Partners, Inc. is due and payable February 22, 2018 and bears simple interest at a rate of 10% per annum.

$11,000 lent to the Company by Blackbriar Partners, Inc. is due and payable February 23, 2018 and bears simple interest at a rate of 10% per annum.

$20,000 lent to the Company by Blackbriar Partners, Inc. is due and payable April 28, 2018 and bears simple interest at a rate of 10% per annum.

$15,000 lent to the Company by Blackbriar Partners, Inc. is due and payable May 3, 2018 and bears simple interest at a rate of 10% per annum.

$500 lent to the Company by Blackbriar Partners, Inc. is due and payable May 31, 2018 and bears simple interest at a rate of 10% per annum.

NOTE 5. CONVERTIBLE NOTES PAYABLE

On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:

(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.

The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.

“Transaction Event” shall mean either of:

(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible notes outstanding is $ 20,465. As of September 30, 2017 $100,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is $0.

On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

“Transaction Event” shall mean either of:

(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 5,026. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is $0.

On August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a) $138,000 if the entire principal amount is converted into common stock

(b) $166,000 if the entire principal amount is converted into Series A Preferred stock

On September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a) $138,000 if the entire principal amount is converted into common stock

(b) $166,000 if the entire principal amount is converted into Series A Preferred stock

On September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The amount by which the Note’s as converted value exceeds the principal amount as of Septenber 30, 2017 is :

(a) $138,000 if the entire principal amount is converted into common stock

(b) $166,000 if the entire principal amount is converted into Series A Preferred stock

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 25,684. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a) $138,000 if the entire principal amount is converted into common stock

(b) $166,000 if the entire principal amount is converted into Series A Preferred stock

On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is two years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 27,684. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a) $138,000 if the entire principal amount is converted into common stock

(b) $166,000 if the entire principal amount is converted into Series A Preferred stock

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 27,328. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a)

$138,000 if the entire principal amount is converted into common stock

(b)

$166,000 if the entire principal amount is converted into Series A Preferred stock

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

The issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 27,328. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a) $138,000 if the entire principal amount is converted into common stock

(b) $166,000 if the entire principal amount is converted into Series A Preferred stock

On December 22, 2016 (“Issue date”) the Company issued a fifth Convertible Note (“Note”) in the face amount of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is one year from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.01 per share.

The issuance of the Note amounted in a beneficial conversion feature of $40,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 9,424. As of September 30, 2017 $40,000 of the principal amount of the Note remains outstanding.

The amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :

(a) $147,600 if the entire principal amount is converted into common stock

(b) $176,000 if the entire principal amount is converted into Series A Preferred stock

In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.

The warrants shall be exercisable:

In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of September 30, 2017 $75,000 of the principal amount of the Note remains outstanding.

The Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $255,863 was recognized by the Company as of September 30, 2017.

The issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 60,629.

The warrants shall be exercisable:

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of September 30, 2017 $25,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $85,287 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount $25,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 20,392.

The warrants shall be exercisable:

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $170,576 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 40,816.

The warrants shall be exercisable:

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The warrants shall be exercisable:

As of September 30, 2017 $25,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $85,288 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $21,281.

The warrants shall be exercisable:

As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).

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

The warrants shall be exercisable:

As of September 30, 2017 $200,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $682,303 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $200,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $173,175.

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

The warrants shall be exercisable:

As of September 30, 2017 $100,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $341,151 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $86,941.

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of September 30, 2017 $150,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $511,727 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $150,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $136,878.

On June 28, 2016 the Company issued a Convertible Note (“Note”) in the face amount of $79,000 for consideration consisting of $75,000 cash. The Note bears a one time interest charge of 10% of the principal amount of $79,000 and is convertible into the Common Stock of the Company at a price per share equal to the lower of 60% of the lowest trade price in the 25 trading days prior to conversion or 0.0365 however conversions cannot be effected for a price less than $0.01 per common share except in the event of certain breaches of the Terms and Conditions of the Note by the Company. The Note matures 8 months from issuance. The issuance of the Note amounted in a discount of $79,000 which is amortized under the Interest Method over the life of the Note. The Company recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note.On July 7, 2017 the Company issued 308,219 shares of common stock as an origination fee in connection with the issuance of this Note. The common stock, valued at $12,060, was recorded at a discount which is amortized over the life of the Note.As of September 30, 2017 the unamortized discount on the convertible note outstanding is $56,728. As of September 30, 2017 $79,000 of the Note remains outstanding.

The Note may be prepaid with the following penalties:

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

Thi s Note ma y not be- prepaid afte r the 180 ^th day.

As of September 30, 2017 $75,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $89,914 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $53,219.

On July 24, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $60,000 for consideration consisting of $60,000 cash. The Note bears simple interest at the rate of 10% per annum and is convertible into the Common Stock of the Company at a price per share equal to the lower of 75% of the lowest trade price of the date immediately prior to conversion or 0.025 per share. The Note matures July 24, 2020. The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

As of September 30, 2017 $60,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $204,691 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $60,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $56,277.

The Note may be prepaid with the following penalties:

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

Thi s Note ma y not be- prepaid afte r the 180 ^th day.

As of September 30, 2017 $85,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $101,902 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $85,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $76,360.

As of September 30, 2017 $85,000 of the principal amount of the Note remains outstanding.

The Note may be prepaid with the following penalties:

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

Thi s Note ma y not be prepaid afte r the 180 ^th day.

As of September 30, 2017 $40,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $62,317 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $37,894.

As of September 30, 2017 $40,000 of the Note Remains outstanding.

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

The Note may be prepaid with the following penalties:

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

Thi s Note ma y not be prepaid afte r the 180 ^th day.

As of September 30, 2017 $40,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $80,769 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $37,894.

As of September 30, 2017 $40,000 of the Note Remains outstanding.

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of September 30, 2017 $25,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $89,552 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $24,720.

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $179,104 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $49,635.

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of September 30, 2017 $100,000 of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $358,209 was recognized by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $99,270.

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.

NOTE 6. NOTES RECEIVABLE

	September 30, 2017
Entest Biomedical, Inc. (Note 8)	$	4,551
GS Capital	$	85,000
LG Capital	$	40,000
LG Capital	$	40,000
Notes Receivable	$	169,551

$4,551 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

NOTE 7. INCOME TAXES

As of September 30, 2017

Deferred tax assets:
Net operating tax carry forwards	$	4,332,226
181Other		-0-
Gross deferred tax assets		4,332,226
Valuation allowance		(4,332,226	)
Net deferred tax assets	$	-0-

As of September 30, 2017 the Company has a Deferred Tax Asset of $4,332,226 completely attributable to net operating loss carry forwards of approximately $12,741,843 (which expire 20 years from the date the loss was incurred).

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has recorded a valuation allowance reducing all deferred tax assets to 0.

Income tax is calculated at the 34% Federal Corporate Rate.

NOTE 8. RELATED PARTY TRANSACTIONS

As of September 30, 2017 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.

As of September 30, 2017 Entest Biomedical Inc. is indebted to the Company in the amount of $4,551. $4,551 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

As of September 30, 2017 the Company is indebted to David R. Koos in the amount of $227. $227 lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a subsidiary of Entest Biomedical, Inc.

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15 ^th , 2016 and each subsequent anniversary of the effective date of the Agreement.

Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

The Agreement may be terminated by The Company:

The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.

The Agreement may be terminated by either party in the event of a material breach by the other party.

On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance.

During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15 ^th, 2016 liability.

During the quarter ended June 30, 2017 Zander caused to be issued to the Company 83,000 shares of the nonvoting convertible preferred stock of Entest Biomedical, Inc. in satisfaction of 83,000 owed to the Company by Zander.On June 23, 2017 $7,000 of principal indebtedness and $147 of Accrued Interest Payable by the Company to Zander was applied toward the satisfaction of a minimum royalty payment owed by Zander to the Company pursuant to the Agreement.

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

David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.

As of September 30, 2017 the Company is indebted to Biomatrix Scientific Group, Inc. in the amount of $6,000.$6,000 lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.

As of September 30, 2017 the Company is indebted to Blackbriar Partners, Inc., an entity controlled by David Koos who is Regen’s Chairman and Chief Executive Officer, in the aggregate amount of $46,840 ( See Note 4).

NOTE 9. COMMITMENTS AND CONTINGENCIES

NOTE 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2017:

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 139,704,157 shares issued and outstanding.

Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares issued and outstanding as of September 30, 2017, 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares are outstanding as of September 30, 2017 and 300,000,000 is designated Series M Preferred Stock of which 32,000,000 shares are outstanding as of September 30, 2017.

Series AA Preferred Stock

On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).

Series A Preferred Stock

On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).

11. INVESTMENT SECURITIES

On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee.

On May 30, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 83,000 of the nonvoting convertible preferred shares of Entest Biomedical, Inc in satisfaction of eighty three thousand US dollars ($83,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license fee

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

The abovementioned constitute the Company’s sole investment securities as of September 30, 2017.

As of September 30, 2017:

	8,000,000	Common Shares of Entest Biomedical, Inc.

	Basis		Fair Value	Total Unrealized Gains in Other Comprehensive Income		Net Unrealized Gain or (Loss) realized during the Year ended September 30, 2017
$	192,000	$	280,000	88,000	$	168,000

	185,852		Nonvoting Convertible Preferred Shares of Entest Biomedical, Inc.

	Basis		Fair Value	Total Unrealized Gains in Other Comprehensive Income	Net Unrealized Gain or (Loss) realized during the quarter ended September 30, 2017
$	185,852	$	185,852	0	0

INVESTMENT SECURITIES

The common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of September 30, 2016.

As of September 30, 2016:

	8,000,000		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, 2016
$	192,000	$	112,000	(80,000	)	(46,400	)

NOTE 12. STOCK TRANSACTIONS

Common Stock

On November 8, 2016 the Company sold 5,000,000 of its Common Shares for consideration of $112,500.

On November 9, 2016 the Company sold 500,000 of its Common Shares for consideration of $12,500.

On December 19, 2016 the Company sold 7,700,000 of its Common Shares for consideration of $142,500

On January 5, 2017 the Company sold 1,000,000 of its Common Shares for consideration of $12,500

On March 2, 2017 the Company issued 500,000 of its Common Shares for consideration of $12,500.

On March 8, 2017 the Company issued 200,000 of its Common Shares Synergy Business Consultants, Inc. as consideration for services

On July 7, 2017 the Company issued 308,219 of its Common Shares in satisfaction of expenses valued at $12,060.

On July 24, 2017 the Company issued 450,000 of its Common Shares as consideration for services rendered.

On August 21, 2017 the Company issued 833,333 of its Common Shares pursuant to the terms and conditions of that Agreement entered into by and between Regen Biopharma, Inc. and Benitec Australia Limited (“Benitec), as amended, whereby an exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec was granted to Regen.

Series A Preferred Stock

On November 8, 2016 the Company sold 5,000,000 of its Series A Preferred Shares for consideration of $112,500.

On November 9, 2016 the Company sold 500,000 of its Series A Preferred Shares for consideration of $12,500.

On December 19, 2016 the Company sold 9,700,000 of its Series A Preferred Shares for consideration of $167,500

On January 5, 2017 the Company sold 1,000,000 of its Series A Preferred Shares for consideration of $12,500

On March 2 the Company issued 500,000 of its Series A Preferred Shares for consideration of $12,500.

Series AA Preferred Stock

On March 8, 2017 the Company issued 20,000 of its Series AA Preferred Stock to David Koos in satisfaction of $5,000 of salary accrued but unpaid.

Series M Preferred Stock

On March 8, 2017 the Company issued 10,000,000 of its Series M Preferred stock to Todd Caven, the Company’s Chief Financial Officer, for services.

On March 8, 2017 the Company issued 10,000,000 of its Series M Preferred stock to Harry Lander, the Company’s President, for services.

On March 8, 2017 the Company issued 11,500,000 of its Series M Preferred stock to David Koos the Company’s Chief Executive Officer, for services

On June 15, 2017 the Company issued 500,000 shares of its Series M Preferred Stock as consideration for nonemployee services.

Cancellation of Officer Shares

On March 15, 2017 David R. Koos submitted to Regen for cancellation:

(a)

9,000,000 common shares of Regen personally owned by David R. Koos

(b)

2,500,000 of Regen’s Series A Preferred shares personally owned by David R. Koos

On March 15, 2017 Harry Lander submitted to Regen for cancellation 10,000,000 of Regen’s Series A Preferred shares personally owned by Harry Lander.

NOTE 13. SUBSEQUENT EVENTS

Issuance of Common Shares

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

On December 6, 2017 the Company issued 3,976,642 of its Common Shares in conversion of $78,000 of convertible notes payable and payment of $7,900 of fees .

Issuance of Series M Preferred Shares

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

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

Issuance of Convertible Notes Payable

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

Notes Receivable

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

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure;

During the Registrant's most two most recent fiscal years there were no disagreements with AMC Auditing (“AMC”) , the Company’s independent registered public accounting firm from October 19, 2016 to the present, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to AMC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements.

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, 2017. 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 Todd Caven is the Company’s CFO. They function as the Company’s principal executive officer and principal financial officer respectively.

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, 2017 is based on the framework in 2013 Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on its assessment, management believes that, as of September 30, 2017 the Company’s internal control over financial reporting is effective.

Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(c) There have been no changes during the quarter ended September 30, 2017 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.

Item 10. Directors, Executive Officers and Corporate Governance

David R. Koos

David R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, and Treasurer since April 24, 2012. David R. Koos has served as president of the Company from the period beginning May 29, 2013 and ending April 30, 2015 . David R. Koos has served as Acting Chief Financial Officer of the Company for the period beginning April 24, 2012 and ending February 11, 2015.

Education:

DBA - Finance (December 2003)

Atlantic International University

Ph.D. - Sociology (September 2003)

Atlantic International University

MA - Sociology (June 1983)

University of California - Riverside, California

Five Year Employment History:

Position:	Company Name:	Employment Dates:
Chairman, President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer	Entest BioMedical, Inc	June 19, 2009 to the present
Chief Financial Officer, Principal Accounting Officer	Entest BioMedical, Inc	June 19, 2009 to March 31, 2010
Acting Chief Financial Officer, Principal Accounting Officer	Entest BioMedical, Inc	August 8, 2011 to the present
Chairman and Chief Executive Officer	Zander Therapeutics, Inc.	June 18, 2015 to the present
Acting Chief Financial Officer, President	Zander Therapeutics, Inc.	June 18, 2015 to February 2017
Chairman, President, CEO and Acting CFO	Bio-Matrix Scientific Group, Inc.*	June 14, 2006 (Chairman) to Present; June 19, 2006 (President, CEO and Acting CFO); June 19, 2006 (Secretary) to Present

* As of December 21, 2017 Bio-Matrix Scientific Group, Inc owns 29,076,665 Common Shares of Regen, 2,907,666 shares of Regen’s Series A Preferred Stock, 30,000 shares of Regen’s Series AA Preferred Stock representing 9.96% of our outstanding share capital and 40.4% of the voting power as of December21, 2017.

Todd S. Caven

Todd S. Caven has served as our Chief Financial Officer since February 11, 2015.

Mr. Caven earned a Bachelor’s degree in Accounting from the Tippie College of Business at the University of Iowa, and received an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Caven currently serves as Managing Member of both Rock Ridge Enterprises LLC (a Minnesota based private equity firm) and Saguaro Capital Partner LLC (an Arizona based venture capital firm) where he is solely responsible for making investment decisions on behalf of each company. Prior to that Mr. Caven was the founder and served as Chief Financial Officer of Obstetric Solutions and Interventions where his duties included raising capital for the company, as well as maintaining the financial records of the company.

Five Year Employment History:

Company Name	Position	Employment Dates
Rock Ridge Enterprises LLC	Founder and Managing Member, Sole Member of the Board of Governors	October of 2003 to present
Saguaro Capital Partner LLC	Founder and Managing Member, Sole Member of the Board of Governors	March of 2009 to present
Zander Therapeutics, Inc.	Chief Financial Officer	February 2017 to present
Obstetric Solutions and Interventions	Co-Founder and Chief Financial Officer, member of the Board of Directors	July of 2009 to March of 2012.

Directorships Over The Last Five Years:

Organization Dates Served

Matoo		Nonprofit organization seeking to reduce human trafficking		October, 2011 - Present
Obstetric Solutions and Interventions		an Arizona LLC that created women's health care solutions for pregnancy related issues		July, 2009 - March, 2012

Dr. Harry Lander.

Dr. Harry Lander has served as the Company’s President since October 9, 2015 and has served as Chief Scientific Officer of Regen effective October 30, 2015. Dr.Lander received an MBA in Finance from The New York University Stern School of Business in New York City in 1991 and a Ph.D. in Biochemistry from the Cornell University Graduate School of Medical Sciences. Dr. Lander has also earned a Bachelor of Science in Biochemistry and a Bachelor of Science in Chemistry from State University of New York at Stony Brook. Prior to accepting the office of President at Regen, Dr. Lander served as Research Chief-Administration at Sidra Medical and Research Center, a new women’s and children’s hospital (expected to open in 2018) established to provide care to Qatari and Middle East residents based on the North American academic medical center model. His duties at the Medical and Research Center included assisting in the development of financial, operational , and compliance infrastructures for the Center as well as assisting in developing the Center’s scientific strategy through a 5 year strategic plan.

Five year Employment History

Company Name	Position	Employment Dates
Zander Therapeutics, Inc.	President, Chief Scientific Officer	February 2017 to present
Sidra Medical and Research Center, Doha, Qatar	Research Chief	2013--2015
Weill Cornell Medical College, New York, NY	Assistant Provost	2012-2013
Weill Cornell Medical College, New York, NY	Assistant Provost,	2009-2012

Code of Ethics

On September 25, 2013 we adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.

Director Independence

Audit Committee and Audit Committee Financial Expert

The members of the Company’s board of Directors may not be considered independent. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Nominating and Compensation Committees

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Because the Chief Executive Officer of the Company is also the Chairman of the Board of Directors of the Company, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the Board of Directors’ attention by virtue of the co-extensive capacities of the Chairman of the Board of Directors.

Executive Compensation

For the period from October 1, 2015 to September 30, 2016

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Restricted Stock Awards ($)(a)(b)(c)		Option Awards ($)		Non Equity Incentive Plan Compensation ($)		Nonqualified Total Deferred Compensation Earnings ($)
David Koos Chairman, and CEO*		From October 1, 2015 to September 30, 2016	$	180,000		0		1000				0		0		0
Harry Lander Chief Scientific Officer and President**		From October 1, 2015 to September 30, 2016	$	195,165		0		1000		1100		0		0		1100
Todd S Caven Chief Financial Officer ***		From October 1, 2015 to September 30, 2016	$	162,000		0		1000				0		0		0
Thimas Ichim Chief Scientific Officer and Director of Research (Resigned 10/30/2015)		From October 1, 2015 to October 30, 2015	$	10,000		0		0				0		0		0

*Includes $105,000 in salary Accrued but not paid

*Stock Award consists of 10,000,000 of the Company’s Series A Preferred Shares issued 4/7/2016

** Includes $28,495 in salary Accrued but not paid

** Restricted Stock Award consists of 11,000,000 shares of the Company’s Series A Preferred stock issued pursuant to the terms and conditions of that employment agreement entered into by and between the Company and Harry Lander on October

** Stock Award consists of 10,000,000 of the Company’s Series A Preferred Shares issued 4/7/2016

*** Includes $94,500 in salary Accrued but not paid

*** Stock Award consists of 10,000,000 of the Company’s Series A Preferred Shares issued 4/7/2016

For the period from October 1, 2016 to September 30, 2017

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non Equity Incentive Plan Compensation ($)		Nonqualified Total Deferred Compensation Earnings ($)
David Koos Chairman, and CEO*		From October 1, 2016 to September 30, 2017	$	175000		0		6,150		0		0		0
Harry Lander Chief Scientific Officer and President**		From October 1, 2016 to September 30, 2017	$	200,004		0		1000		0		0		1100
Todd S Caven Chief Financial Officer ***		From October 1, 2016 to September 30, 2017	$	162,000		0		1000		0		0		0

* Includes 165,000 in salary accrued but unpaid

*David R. Koos Stock award consists of 11,500,000 shares of the Company’s Series M Preferred Stock issued 3/8/2017 and 20,000 of the Company’s Series AA Preferred Stock issued 3/8/2017 in satisfaction of $5,000 in salary.

** Harry Lander Stock Award consists of 10,000,000 shares of the Company’s Series M Preferred Stock issued 3/8/2017

*** Includes 162,000 in salary accrued but unpaid

*** Todd Caven Stock Award consists of 10,000,000 shares of the Company’s Series M Preferred Stock issued 3/8/2017

During the year ended September 30, 2017 the following shares of stock issued to Officers were cancelled:

On March 15, 2017 David R. Koos submitted to Regen for cancellation:

(a)

9,000,000 common shares of Regen personally owned by David R. Koos

(b)

2,500,000 of Regen’s Series A Preferred shares personally owned by David R. Koos

On March 15, 2017 Harry Lander submitted to Regen for cancellation 10,000,000 of Regen’s Series A Preferred shares personally owned by Harry Lander.

Employment Agreements

David R. Koos

On February 11, 2015 Regen entered into a written employment agreement with its current Chief Executive Officer, Mr. David Koos whereby Mr. Koos shall serve as Chief Executive Officer of Regen (“Agreement”)

Pursuant to the Agreement, Mr. Koos shall be paid salary at the rate of $15,000 per month, payable in cash or shares of Regen common stock. Mr. Koos shall also receive 9,000,000 newly issued common shares of Regen which shall vest after 18 months of constant employment have expired from the date of the full execution of the Agreement . On August 5, 2016 the Agreement was amended to extend the vesting schedule of both the 9,000,000 common shares as well as 2,500,000 previously issued shares of the Company’s Series A Preferred Stock until February 5, 2017.The term of the Agreement shall commence on February 11, 2015 and shall expire on February 11, 2018. As consideration for consenting to this amendment Koos shall receive Two Hundred shares of the Company’s Series AA Preferred Stock.

On March 1, 2017, Regen Biopharma, Inc. (the “Company”) amended that employment agreement (“Employment Agreement” entered into by and between David R. Koos ( the Company’s Chief Executive Officer) and the Company on February 11, 2015 as follows:

(1)

The Term of the Employment Agreement shall conclude on December 31, 2019 unless sooner terminated in accordance with the provisions of Section 6 of the Employment Agreement.

(2)

On or before March 15, 2017 Company shall issue to David R. Koos (“ Employee”) 11,500,000 shares of the Company’s Series M Preferred Stock.

(3)

Within 10 days of the sooner of execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or Checkpoint Immunology, Inc., a wholly owned subsidiary of the Company (“Checkpoint”) or 10 days subsequent to the granting of a license by either of the Company or Checkpoint to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s or Checkpoint’s proprietary NR2F6 intellectual property , the Company shall issue to Employee an additional forty million shares of the Company’s Series M Preferred Stock (“Milestone Stock”)

(4)

Beginning 10 days subsequent to a Change of Control of either the Company or Checkpoint, Employee shall have the right to exchange up to the total number of the Company's Series M Preferred Shares issued to the Employee pursuant to the terms and conditions of this agreement for an equivalent number of either of the Company's common shares or the Company's Series A Preferred Shares. This right shall be withdrawn in the event Employee's employment by the Company is terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement. This right shall be withdrawn in the event of Employee's resignation.

(5)

Notwithstanding the foregoing, beginning 10 days subsequent to the date which is twelve months subsequent to the execution of this agreement, Employee shall have the right to exchange up to the total number of the Company's Series M Preferred Shares issued to the Employee pursuant to the terms and conditions of this agreement for an equivalent number of either of the Company's common shares or the Company's Series A Preferred Shares. This right shall be withdrawn in the event Employee's employment by the Company is terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement . This right shall be withdrawn in the event of Employee's resignation

Todd. S Caven

On February 11, 2015 Regen entered into a written employment agreement with Mr. Caven whereby Mr. Caven shall serve as Chief Financial Officer of Regen (“Agreement”)

Pursuant to the Agreement, Mr. Caven shall be paid salary at the rate of $13,500 per month, payable in cash or shares of Regen common stock. Mr. Caven shall also receive 7,500,000 newly issued common shares of Regen which shall vest after 18 months of constant employment have expired from the date of the full execution of the Agreement . The term of the Agreement shall commence on February 11, 2015 and shall expire on February 11, 2018.

On March 1, 2017, Regen Biopharma, Inc. (the “Company”) amended that employment agreement (“Employment Agreement” entered into by and between Todd Caven ( the Company’s Chief Financial Officer) and the Company on February 11, 2015 as follows:

(1)

The Term of the Employment Agreement shall conclude on December 31, 2019 unless sooner terminated in accordance with the provisions of Section 6 of the Employment Agreement.

(2)

On or before March 15, 2017 Company shall issue to Todd Caven (“ Employee”) 10,000,000 shares of the Company’s Series M Preferred Stock.

(3)

(4)

(5)

Harry Lander

On October 9, 2015 Regen entered into a written employment agreement with Dr. Lander whereby Dr. Lander Caven shall serve as President of Regen (“Agreement”). The Term of this Agreement shall commence on November 15, 2015 and shall expire on November 14, 2018.

Pursuant to the Agreement, Dr. Lander shall be paid salary at the rate of $16,667 per month . Pursuant to the Agreement Dr. Lander shall receive:

(a) 1,000,000 newly issued Series A Preferred shares of Regen (“Signing Shares”). Signing Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Dr. Lander (“Transfer Restriction”) until after a one year vesting period has expired.

(b) 10,000,000 newly issued Series A Preferred shares of Regen (“Incentive Shares”). Incentive shares shall vest to Dr. Lander two years from the date he is hired.

(c) 10,000,000 newly issued Series A Preferred shares of Regen (“Milestone Shares “) upon any of the following events having occurred during the employment by Regen of Dr. Lander:

A) two collaborations with pharmaceutical firms with annual revenues of $250,000,000 or greater over their last three fiscal years

B) an equity raise of $10,000,000 invested in the securities of Regen by sources introduced to Regen by Dr. Lander and who have not previously been introduced to Regen by any other entity.

C) Listing of Regen’s equity securities on any of the following markets:

i.		Nasdaq Global Select Market
ii.		Nasdaq Global Market
iii.		Nasdaq Capital Market
iv.		The New York Stock Exchange
v.		NYSE MKT

d) sale of a portion of the Regen Intellectual Property portfolio for appropriate consideration

e) clearance of any Regen sponsored intellectual property through FDA phase II clinical trials.

100

On March 1, 2017, Regen Biopharma, Inc. (the “Company”) amended that employment agreement (“Employment Agreement” entered into by and between Harry Lander ( the Company’s President) and the Company on October 9, 2015 as follows:

(1)

The Term of the Employment Agreement shall conclude on December 31, 2019 unless sooner terminated in accordance with the provisions of Section 6 of the Employment Agreement.

(2)

On or before March 15, 2017 Company shall issue to Harry Lander (“ Employee”) 10,000,000 shares of the Company’s Series M Preferred Stock.

(3)

(4)

(5)

(6)

Ten million shares of the Company's Series A Preferred stock issued to Employee by the Company pursuant to the Employment Agreement shall be returned to the Company by Employee on or before March 1, 2017 in order that these shares may be cancelled by the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company’s capital stock as of December 21, 2017 for (1) each person known by the Company to beneficially own more than 5% of each class of the Company’s voting securities, (2) each executive officer, (3) each of the Company’s directors and (4) all of the Company’s executive officers and directors as a group.

101

Based on 146,181,009 Common Shares Outstanding as of December 21, 2017

	Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
	Common	David R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942*	31,543,300	21.57	%
		Bio Matrix Scientific Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942	29,076,665	19.8	%
		Todd Caven c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942**	1,969,334	1.34	%
		Michael and Marie Ouyang 5551 MALIBU DRIVE EDNA, MN 55436	7,571,028	5.1	%
		All Officers and Directors as a Group	33,512,634	22.9	%

* Includes 29,076,665 common shares of the Company beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and has voting and dispositive control over common shares of Regen held by Bio-Matrix Scientific Group Inc. Includes 710 common shares of the Company beneficially owned by the AFN Trust for which Mr. Koos serves as trustee. Includes 3,166 common shares of the Company beneficially owned by the BMXP Holdings Shareholders Business Trust for which Mr. Koos serves as trustee.

** Includes 227,632 common shares beneficially owned by Saguaro Capital Partners LLC, a company controlled by Todd Caven.

Based on 136,966,697 Series A Preferred Shares Outstanding as of December 21, 2017

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Series A Preferred	David R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942*	16,114,542	11.765	%
	Bio Matrix Scientific Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942	2,907,666	2	%
	Todd Caven c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942**	10,796,933	7.8	%
	Harry Lander c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942	11,000,000	8.3	%
	RGBP Holdings LLC 9962 S Clyde Place Highlands Ranch, CO 80129	8,928,170	6	%
	Michael and Marie Ouyang 5551 MALIBU DRIVE EDNA, MN 55436	7,928,130	5.7	%
	All Officers and Directors as a Group	37,911,475	27.67	%

* Includes 2,907,666 shares of the Company beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and has voting and dispositive control over shares of Regen held by Bio-Matrix Scientific Group Inc. Includes 71 shares of the Company beneficially owned by the AFN Trust for which Mr. Koos serves as trustee. Includes 316 shares of the Company beneficially owned by the BMXP Holdings Shareholders Business Trust for which Mr. Koos serves as trustee.

** Includes 22,763 common shares beneficially owned by Saguaro Capital Partners LLC, a company controlled by Todd Caven.

102

Based on 50,000 Series AA Preferred Shares Outstanding as of December 21, 2017

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Series AA Preferred	David R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942*	50,000	100.00	%
	Bio Matrix Scientific Group, Inc. 4700 Spring Street, Suite 304, La Mesa, California 91942	30,000	60.00	%
	All Officers and Directors as a Group	50,000	100.00	%

* Includes 30,000 shares of the Company beneficially owned by Bio-Matrix Scientific Group Inc. David R. Koos is the sole officer and director of Bio-Matrix Scientific Group Inc.and has voting and dispositive control over shares of Regen held by Bio-Matrix Scientific Group Inc.

Based on 38,000,000 Series M Preferred Shares Outstanding as of December 21, 2017

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
Series M Preferred	David R. Koos c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942	11,500,000	30.2	%
	Todd Caven c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942	10,000,000	26.3	%
	Harry Lander c/o Regen Biopharma, Inc 4700 Spring Street, Suite 304, La Mesa, California 91942
	Jean Pierre Millon 3908 E. San Miguel Ave Paradise Valley, AZ 85253	4,000,000	10.52	%
	All Officers and Directors	31,500,000	82.89	%

103

Item 13. Certain Relationships and Related Transactions, and Director Independence

As of September 30, 2016 the Company has received capital contributions from Bio Matrix Scientific Group, Inc. totaling $728,658 and has issued 50,010,000 common shares to its parent for aggregate consideration of $20,090. Bio Matrix Scientific Group, Inc. is under common control with Regen.

$274 lent to the Company by Blackbriar Partners, Inc. is due and payable February 21, 2018 and bears simple interest at a rate of 10% per annum.

$66 lent to the Company by Blackbriar Partners, Inc. is due and payable February 22, 2018 and bears simple interest at a rate of 10% per annum.

$11,000 lent to the Company by Blackbriar Partners, Inc. is due and payable February 23, 2018 and bears simple interest at a rate of 10% per annum.

$20,000 lent to the Company by Blackbriar Partners, Inc. is due and payable April 28, 2018 and bears simple interest at a rate of 10% per annum.

$15,000 lent to the Company by Blackbriar Partners, Inc. is due and payable May 3, 2018 and bears simple interest at a rate of 10% per annum.

$500 lent to the Company by Blackbriar Partners, Inc. is due and payable May 31, 2018 and bears simple interest at a rate of 10% per annum.

Blackbriar Partners,Inc. is controlled by David Koos who serves as Chairman and Chief Executive Officer of the Company.

104

The Agreement may be terminated by The Company:

The Agreement may be terminated by either party in the event of a material breach by the other party.

During the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15 ^th, 2016 liability.

David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company.

105

Director Independence

Audit Committee and Audit Committee Financial Expert

The Company’s Board of Directors may not be considered independent as the are also officers. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its members are able to read and understand fundamental financial statements and has substantial business experience that results in the member's financial sophistication. Accordingly, the Board of Directors believes that its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Nominating and Compensation Committees

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Board of Directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The Board of Directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the Board of Directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Shareholder Communications

The Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention by virtue of communication with management

Item 14. Principal Accounting Fees and Services

The following table sets forth the aggregate fees billed to us by AMC Auditing for the period beginning October 1, 2016 and ending September 30, 2017:

Audit Fees	$	10,046
Audit Related Fees		14,723
Tax Fees		0
All Other Fees		0
	$	24,769

Audit Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.

Audit Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. During the year ended September 30, 2017 these fees were primarily derived from review of financial statements in the Company's Form 10Q Reports.

All services listed were pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act of 2002.

106

Item 15. Exhibit Index

EXHIBIT INDEX

31.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002
31.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002
32.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
32.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(i)	Articles of Incorporation (incorporated by Reference to Exhibit 3(i) of the Company’s Form S-1 dated October 9. 2013)
3(i)(2)	Amendment to Articles of incorporation (incorporated by Reference to Exhibit 3(i)(2) of the Company’s Form S-1 dated October 9. 2013)
3(ii)	Bylaws of the Registrant* (incorporated by Reference to Exhibit 3(i)(iii) of the Company’s Form S-1 dated October 9. 2013)
10.1	June 5 2013 Agreement by and between the Company and Oregon Health and Science University* (incorporated by Reference to Exhibit 10.1 of the Company’s Form S-1 dated October 9. 2013)
10.2	Termination of June 5 2013 Agreement by and between the Company. and Oregon Health and Science University August 8 2013 (incorporated by Reference to Exhibit 10.2 of the Company’s Form S-1 dated October 9. 2013)
10.3	Employment Agreement by and between Biomatrix Scientific Group, Inc. and J. Christopher Mizer* (incorporated by Reference to Exhibit 10.3 of the Company’s Form S-1 dated October 9. 2013)
10.4	Amendment to Employment Agreement by and between Biomatrix Scientific Group, inc. and J. Christopher Mizer (incorporated by Reference to Exhibit 10.4 of the Company’s Form S-1 dated October 9. 2013)
10.5	Employment Agreement by and between Biomatrix Scientific Group, Inc. and Thomas Ichim* (incorporated by Reference to Exhibit 10.5 of the Company’s Form S-1 dated October 9. 2013)
10.6	Amendment to Employment Agreement by and between Biomatrix Scientific Group, inc. and Thomas Ichim (incorporated by Reference to Exhibit 10.6 of the Company’s Form S-1 dated October 9. 2013)
10.7	May 1 2013 agreement with Dr. Wei Ping Min (incorporated by Reference to Exhibit 10.7 of the Company’s Form S-1 dated October 9. 2013)
10.8	Letter Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 (incorporated by Reference to Exhibit 10.8 of the Company’s Form S-1 dated October 9. 2013)
10.9	Option Agreement by and between the Company and Oregon State University June 5 2013 (incorporated by Reference to Exhibit 10.9 of the Company’s Form S-1 dated October 9. 2013)
10.10	Letter Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012 (incorporated by Reference to Exhibit 10.9 of the Company’s Form S-1 dated October 9. 2013)
3(i)(iii)	Designations Series AA Preferred Stock(( incorporated by Reference to Exhibit 3(i) of the Company’s Form 8-K dated September 16, 2014)
10.11	Letter Agreement by and between David Suhy and Regen dated September 11 2013*
10.12	Exclusive License Agreement between Regen and Benitec Australia Limited (incorporated by Reference to Exhibit 10.12 of the Company’s Form S-1 dated October 9. 2013)
10.13	Service Agreement by and between Regen and Dr. Wei Ping Min July 27,2013 (incorporated by Reference to Exhibit 10.13 of the Company’s Form S-1 dated October 9. 2013)
10.14	Share Purchase Agreement September 30, 2013 ( incorporated by Reference to Exhibit 10.14 of the Company’s Form S-1 dated October 9. 2013)
10.15	Share Purchase Agreement October 11, 2013 (incorporated by Reference to Exhibit 10.15 of the Company’s Form S-1/A filed November 22. 2013)
10.16	Share Purchase Agreement November 7, 2013 (incorporated by Reference to Exhibit 10.16 of the Company’s Form S-1/A filed November 22. 2013
10.17	Settlement Agreement executed by Company Dec 9, 2013 (incorporated by Reference to Exhibit 10.17 of the Company’s Form S-1/A filed January 10. 2014)
10.18	SECURITIES PURCHASE AGREEMENT( incorporated by Reference to Exhibit 10.18 of the Company’s Form S-1/A filed January 10. 2014)
10.19	ASSIGNMENT OF INVENTION AND PATENT APPLICATION (incorporated by Reference to Exhibit 10.1 of form 8-K dated November 24, 2014)
10.20	Consulting Agreement(incorporated by Reference to Exhibit 10.2 of form 8-K dated November 24, 2014)
10.21	Sublease ( incorporated by Reference to Exhibit 10.21 of Form 10-K for the year ended September 30, 2014)
10.22	Promissory Note Payable (filed previously as Exhibit 10-1 of the Company’s Form 10-Q filed August 7, 2014)
10.23	Promissory Note Payable (filed previously as Exhibit 10-2 of the Company’s Form 10-Q filed August 7, 2014)

10.24	ASSIGNMENT OF INVENTION AND PATENT APPLICATION (incorporated by Reference to Exhibit 10.1 of form 8-K dated December 16, 2014)
3(j) *	Certificate of Designations ( incorporated by Reference to Exhibit 3(i) of Form 8-K dated January 20, 2015)
10.25	Employment Agreement T. Ichim (incorporated by Reference to Exhibit 10.1 of Form 8-K dated January 20, 2015
10.26	Employment Agreement C. Ichim (incorporated by Reference to Exhibit 10.2 of Form 8-K dated January 20, 2015
10.27	Amendment to Sublease(incorporated by Reference to Exhibit 10.3 of Form 8-K dated January 20, 2015
10.28	CONVERTIBLE PROMISSORY NOTE ISSUED TO LLC (incorporated by reference to Exhibit 10.1 of Form 8-K dated Feb. 6, 2015
10.29	Form of Note issued to Individual investor (incorporated by reference to Exhibit 10.2 of Form 8-K dated Feb. 6, 2015
10.30	Form of Note issued to Dunhill Ross (incorporated by reference to Exhibit 10.3 of Form 8-K dated Feb 6, 2015

10.31	Employment Agreement Caven (incorporated by Reference to Exhibit 10.1 of Form 8-K dated Feb. 12, 2015
10.32	Employment Agreement Koos (incorporated by Reference to Exhibit 10.2 of Form 8-K dated Feb. 12, 2015
10.33	Form of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of Form 8-K dated March 23, 2015
10.32	Form of $100,000 Convertible Note(incorporated by reference to Exhibit 10.2 of Form 8-K March 23, 2015
10.35	Employment Agreement Caven (incorporated by Reference to Exhibit 10.1 of Form 8-K dated Feb. 12, 2015
10.36	Vaini Agreement(incorporated by Reference to Exhibit 10.1 of Form 8-K dated March 26, 2015
10.37	Value Quest Agreement (incorporated by reference to Exhibit 10.2 of Form 8-K dated March 26, 2015
10.38	Minev Agreement (incorporated by reference to Exhibit 10.3 of Form 8-K dated March 26, 2015
10.39	Gronemeyer Agreement (incorporated by Reference to Exhibit 10.4 of Form 8-K dated March 26, 2015
10.40	Form of Convertible Note (incorporated by reference to Exhibit 10.1 of Form 10-Q dated May 1, 2015
10.41	AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND SANTOSH KESARI (incorporated by reference to Exhibit 10.1 of Form 8-K dated June 10, 2015)
10.42	Zander Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K dated June 25, 2015)
10.43	Amendment to Exclusive License Agreement between Regen and Benitec Australia Limited (incorporated by Reference to Exhibit 10.2 of Form 8-K dated August 25, 2015)
10.44	Lander Agreement (incorporated by reference to Exhibit 10.1 of Form 8-k dated October 9, 2015)
3(i) *****	Text of Amendment to Certificate of Incorporation (incorporated by reference to 3(i) of Form 8-K dated October 28, 2015)
3(i) *******	Text of Amendment to Certificate of Designation(incorporated by reference to 3(i) (a)of Form 8-K dated October 28, 2015)
10.44	Ichim Consulting Agreement (incorporated by Reference to Exhibit 10.1 of Form 8-K dated November 4, 2015)
17.1	Ichim Resignation (incorporated by Reference to Exhibit 17.1 of Form 8-K dated November 4, 2015)
10.44	Research Collaboration Agreement (incorporated by Reference to Exhibit 10.1 of Form 8-K dated December 17, 2015)

10.45	Form of Unit Purchase Agreement 9/10/2015 ( incorporated by Reference to Exhibit 10.1 of Form 8-K dated October 13.2015
10.46	Form of Unit Purchase Agreement 9/10/2015( incorporated by Reference to Exhibit 10.2 of Form 8-K dated October 13.2015
10.47	Form of Unit Purchase Agreement 11/13/2015( incorporated by Reference to Exhibit 10.4 of Form 8-K dated October 13.2015
10.48	Form of Unit Purchase Agreement 11/16/2015( incorporated by Reference to Exhibit 10.5 of Form 8-K dated October 13.2015
10.49	Letter Agreement Lorraine Gudas( incorporated by Reference to Exhibit 10.6 of Form 8-K dated October 13.2015
10.50	Letter Agreement Stefano Bertuzzi( incorporated by Reference to Exhibit 10.7 of Form 8-K dated October 13.2015
10.51	Letter Agreement Francesco Marincola( incorporated by Reference to Exhibit 10.8 of Form 8-K dated October 13.2015
10.52	Letter Agreement Ralph Nachman( incorporated by Reference to Exhibit 10.9 of Form 8-K dated October 13.2015
10.53	Letter Agreement J. Baell( incorporated by Reference to Exhibit 10.10 of Form 8-K dated October 13.2015
10.54	Form of Unit Purchase Agreement $100,000 12/3/2015 (incorporated by Reference to Exhibit 10.54 of the Company’s 10-K for the Year ended 9/30/2015)
10.55	Form of Unit Purchase Agreement $100,000 12/14/2015(incorporated by Reference to Exhibit 10.55 of the Company’s 10-K for the Year ended 9/30/2015)
10.56	Form of Unit Purchase Agreement $150,000 1/14/2016(incorporated by Reference to Exhibit 10.1 of the Company)’s 8-K filed 3/24/2016
10.57	Form of Unit Purchase Agreement 300,000 Units(incorporated by Reference to Exhibit 10.2 of the Company’s 8-K filed 3/24/2016
10.58	Form of Agreement Sale of 333,333 Units (incorporated by Reference to Exhibit 10.3 of the Company’s 8-K filed 3/24/2016)
10.59	Form of Agreement 1,000,000 Units 1 common and 3 Preferred(incorporated by Reference to Exhibit 10.4 of the Company’s 8-K filed 3/24/2016)
Item 10.60	Eli Lilly Agreement (incorporated by Reference to Exhibit 10.1 of the Company’s 8-K filed 4/11/2016 )
10.60	David Koos Agreement 10 million Series A(incorporated by Reference to Exhibit 10.1 of the Company’s 8-K filed 4/11/2016)
10.61	Harry Lander Agreement 10 Million Series A(incorporated by Reference to Exhibit 10.2 of the Company’s 8-K filed 4/11/2016)
10.62	Todd Caven Agreement 10 Million Series A(incorporated by Reference to Exhibit 10.3 of the Company’s 8-K filed 4/11/2016)
10.63	Form of Convertible Note ( incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended March 31, 2016)
Item 10.63	Objective Capital Agreement (incorporated by Reference to Exhibit 10.1 of the Company’s 8-K filed 6/06/2016)
Item 10.63	CIM Agreement (incorporated by Refernece to Exhibit 10.11 of the Company’s 8-K filed 7/07/2016)
10.64	Form of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended June 30, 2016)*
10.65	Form of $50,000 Unit Purchase Agreement dated June 1, 2016 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the period ended June 30, 2016)*
10.66	Form of $50,000 Unit Purchase Agreement dated May 16, 2016 (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q for the period ended June 30, 2016)*
10.67	Form of $54, 750 Unit Purchase Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q for the period ended June 30, 2016)*
10.68	Form of $25,000 Unit Purchase Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q for the period ended June 30, 2016)*
10.69	Form of $150,000 Unit Purchase Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-Q for the period ended June 30, 2016)*

10.70	Amendment to D. Koos Employment Agreement*
10.71	Form of Unit Purchase Agreement dated 8/4/2016*
10.72	Form of Unit Purchase Agreement dated 8/10/2016*
10.73	Form of Unit Purchase Agreement dated 8/30/2016*
10.75	Form of Unit Purchase Agreement 7/13/2016*
10.76	Form of Convertible Debt August 26, 2016
10.77	Form of Convertible Debt 9/8/2016*
10.78	Form of Convertible Debt 9/20/2016*
10.79	Form of Unit Purchase Agreement $100,000*
10.80	Form of Unit Purchase Agreement $100,000*
10.81	Form of Unit Purchase Agreement $25,000*
10.82	Form of Unit Purchase Agreement dated 10/25/2016*
10.83	Form of Unit Purchase Agreement 3 million Units*
10.84	Form of Unit Purchase Agreement 500,00 Units*
10.85	Form of Unit Purchase Agreement 1,500,000 Units*
10.86	Form of Unit Purchase 1,750,000 Units*

10.87	Convertible Note $50,000* *
10.88	Convertible Note $50,000* *
10.89	Convertible Note $50,000* *
10.90	Convertible Note $50,000* *
10.91	Convertible Note $40,000* *
10.92	Form of Unit Purchase Agreement $25,000* *

10.93

Text of Certificate of Designations Series M Preferred Stock (i)

10.94	Form of Convertible Note $75000 ( incorporated by Reference to Exhibit 10.2 of the Company’s 10-Q for the period ended March 31, 2017
10.95	Form of Convertible Note $25,000 ( incorporated by Reference to Exhibit 10.3 of the Company’s 10-Q for the period ended March 31, 2017
10.96	Form of Convertible Note $50,000( incorporated by Reference to Exhibit 10.4 of the Company’s 10-Q for the period ended March 31, 2017
10.97	Form of Convertible Note $50,000( incorporated by Reference to Exhibit 10.5 of the Company’s 10-Q for the period ended March 31, 2017
10.98	Agreement Synergy Business Consultants, Inc( incorporated by Reference to Exhibit 10.6 of the Company’s 10-Q for the period ended March 31, 2017
10.99	Amendment to Employment Agreement Koos (b)
10.1A	Amendment to Employment Agreement Lander (c)
10.2A	Amendment to Employment Agreement Caven (d)
10.3A	Form of Unit Purchase Agreement $25,000 (e)
10.4A	Form of Unit Purchase Agreement( incorporated by Reference to Exhibit 10.11 of the Company’s 10-Q for the period ended March 31, 2017

10.1	BForm of Convertible Note $25,000 (Incorporated by Reference to Ex. 10.1 of the Company’s 10-Q for the period ended 6/30/2017)
10.2	BForm of Convertible Note $50,000(Incorporated by Reference to Ex. 10.2 of the Company’s 10-Q for the period ended 6/30/2017)
10.3	BForm of Convertible Note $100,000(Incorporated by Reference to Ex. 10.3 of the Company’s 10-Q for the period ended 6/30/2017)
10.4	BForm of Convertible Note $50,000(Incorporated by Reference to Ex. 10.4 of the Company’s 10-Q for the period ended 6/30/2017)
10.5	BForm of Convertible Note $150,000(Incorporated by Reference to Ex. 10.5 of the Company’s 10-Q for the period ended 6/30/2017)
10.6	BForm of Convertible Note $200,000(Incorporated by Reference to Ex. 10.6 of the Company’s 10-Q for the period ended 6/30/2017)
10.7	BForm of Convertible Note $79,000(Incorporated by Reference to Ex. 10.7 of the Company’s 10-Q for the period ended 6/30/2017)
10.1 C	Amendment to Zander License Agreement
10.1 D	Form of Q4 Convertible Note $60,000
10.2 D	Form of Q4 Convertible Note $25,000
10.3 D	Form of Q4 Convertible Note $75,000
10.4 D	Form of Q4 Convertible Note $85,000
10.5 D	Form of Q4 Convertible Note $85,000
10.6 D	Form of Q4 Convertible Note $40,000
10.7 D	Form of Q4 Convertible Note $40,000
10.8 D	Form of Q4 Convertible Note $40,000
10.9 D	Form of Q4 Convertible Note $40,000
10.10 D	Form of Q4 Convertible Note $50,000
10.11 D	Form of Q4 Convertible Note $100,000
10.12 D	Form of Q1 2018 Convertible Note $50,000
10.13 D	Form of Q1 2018 Convertible Note $40,000
10.14 D	Form of Q1 2018 Convertible Note $100,000
10.15 D	Form of Q1 2018 Convertible Note $25,000
10.16 D	Form of Q1 2018 Convertible Note $25,000
10.17 D	Form of Q1 2018 Convertible Note $100,000
10.18 D	Form of Q1 2018 Convertible Note $35,000
10.19 D	Form of Q1 2018 Convertible Note $100,000
10.20 D	Form of Q1 2018 Convertible Note $115,000
10.21 D	Form of Q1 2018 Convertible Note $115,000
10.1 E	Form of Note Receivable 113,250
10.2 E	Form of Note Receivable $85,000
10.3 E	Form of Note Receivable $40,000
10.4 E	Form of Note Receivable $40,000
10.5 F	Millon Agreement
10.6 F	Hopkins Agreement
10.7 F	Formisano Agreement
10.1G	Form of Convertible Note $50,000

(b)	Incorporated by Reference to Exhibit 10.1 of that 8-K filed by the Company on 3/14/2017
(c)	Incorporated by Reference to Exhibit 10.2 of that 8-K filed by the Company on 3/14/2017
(d)	Incorporated by Reference to Exhibit 10.3 of that 8-K filed by the Company on 3/14/2017
(e)	Incorporated by Reference to Exhibit 10.14 of the Company’s Form 10-Q filed 1/27/2017

* Filed with the Company’s 10-K for the Fiscal Year Ended 2016

** Filed with the Company’s Form 10-Q for the period ended !2/31/2016

(i)

Incorporated by reference to Exhibit 3(i) of the Company’s Form 8-K filed January 20, 2017

107

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.

		Regen Biopharma, Inc.

	By:	/s/ David R. Koos
	Name:	David R. Koos
	Title:	Chairman, Chief Executive Officer
	Date:	12/28/2017

		Regen Biopharma, Inc.

	By:	/s/ Todd S. Craven
	Name:	Todd S. Craven
	Title:	Chief Financial Officer
	Date:	12/28/2017

		Regen Biopharma, Inc.

	By:	/s/ Harry Lander
	Name:	Harry Lander
	Title:	President
	Date:	12/28/2017

108

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