Regen BioPharma Inc - Quarter Report: 2019 March (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2019

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

For the transition period from

Commission File No. 333-191725

REGEN BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	45-5192997
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4700 Spring Street, St 304, La Mesa, California 91942

(Address of Principal Executive Offices)

619 702 1404

(Issuer’s telephone number)

None

(Former name, address and fiscal year, if changed since last report)

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

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☐ Non-accelerated filer	☒ Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 26, 2019 there were 571,484,406 shares of common stock issued and outstanding.

As of August 26, 2019 there were 348,220,210 shares of Series A Preferred Stock issued and outstanding.

As of August 26, 2019 there were 38,000,000 shares of Series M Preferred Stock issued and outstanding

As of August 26, 2019 there were 50,000 shares of Series AA Preferred Stock issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

REGEN BIOPHARMA , INC.
CONSOLIDATED CONDENSED BALANCE SHEETS

	As of
	March 31, 2019			September 30, 2018
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	15,090		$	8,019
Accounts Receivable, Related Party		16,035			0
Note Receivable, Related Party		0			4,551
Note Receivable		0			0
Prepaid Expenses		101			8,259
Accrued Interest Receivable		(0	)		7,672
Prepaid Rent		0			14,270
Total Current Assets		31,226			42,771

OTHER ASSETS
Investment Securities		12,667			166,247
Total Other Assets		12,667			166,247
TOTAL ASSETS	$	43,893		$	209,018

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft	$	266		$	203
Accounts payable		78,707			80,567
Notes Payable, Related Party		8,727			227
Accrued payroll taxes		4,241			4,241
Accrued Interest		390,251			292,094
Accrued Rent		0			0
Accrued Payroll		806,158			655,663
Other Accrued Expenses		41,423			41,243
Due to Investor		20,000			20,000
Derivative Liability		5,679,959			6,736,607
Convertible Notes Payable Less $347,041 of unamortized discount		942,397			774,666
Unearned Income		0			68,000
Total Current Liabilities		7,972,129			8,673,511
Long Term Liabilities:
Convertible Notes Payable less $680,138 of unamortized discount		804,762			656,272
Convertible Notes Payable, Related Parties Less $272,026 of unamortized discount		89,474			906
Total Long Term Liabilities		894,236			657,178
Total Liabilities		8,866,365			9,330,689

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 180,315,107 issued and outstanding as of September 30, 2018 and 1,800,000,000 authorized and 377,115,053 shares issued and outstanding March 31, 2019		37,710			18,030
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of March 31, 2019 and September 30, 2018 respectively
Series A Preferred 300,000,000 authorized, 140,434,496 and 150,434,496 outstanding as of September 30, 2018 and March 31, 2019		15,044			14,044
Series AA Preferred $0.0001 par value 600,000 authorized and 50, 000 and 50,000 outstanding as of March 31, 2019 and September 30, 2018, respectively		5
Series M Preferred $0.0001 par value 300,000,000 authorized and and 38,000,000 outstanding as of September 30, 2018 and March 31, 2019 respectively		3,800			3,800
Additional Paid in capital		7,848,424			7,517,888
Contributed Capital		728,658			728,658
Retained Earnings (Deficit)		(17,459,047	)		(17,457,044	)
Accumulated Other Comprehensive Income		0			52,948
Shareholders Equity Regen Biopharma		(8,825,406	)		(9,121,671	)
Non Controlling Interest KCL Therapeutics		2,934			0
Total Stockholders' Equity (Deficit)		(8,822,472	)		(9,121,671	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	43,893		$	209,018

The Accompanying Notes are an Integral Part of These Financial Statements

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

	Quarter Ended						Six Months Ended
	March 31, 2019			March 31, 2018			March 31, 2019			March 31, 2018
REVENUES
Revenues, Related Party	$	27,425		$	0		$	54,849		$	0

COST AND EXPENSES
Research and Development		1,346			71,948			7,940			620,033
General and Administrative		126,514			220,305			285,416			398,241
Consulting and Professional Fees		115,357			140,419			161,120			278,983
Rent		15,000			15,000			30,000			30,000
Total Costs and Expenses		258,217			447,672			484,476			1,327,257

OPERATING INCOME (LOSS)		(230,793	)		(447,672	)		(429,627	)		(1,327,257	)

OTHER INCOME & (EXPENSES)
Interest Income		0			3,881			1,302			9,544
Loss on Sale of Securities		0			0			(57,697	)		0
Unrealized Gain(Loss) Investment Securities		(62,363	)		0			(59,147	)		0
Interest Expense		(66,628	)		(65,145	)		(138,575	)		(130,475	)
Refunds of amounts previously paid		115			0			115			0
Interest Expense attributable to
Amortization of Discount		(301,830	)		(324,384	)		(678,100	)		(652,036	)
Loss on Early Extinguishment Convertible Debt		0			(41,566	)		0			(41,566	)
Bad Debt Expense		(118,121	)					(118,121	)
Derivative Income (Expense)		447,381			(255,968	)		1,395,714			(1,774,213	)
TOTAL OTHER INCOME (EXPENSE)		(101,446	)		(683,181	)		345,492			(2,588,746	)

NET INCOME (LOSS)	$	(332,238	)	$	(1,130,853	)	$	(84,135	)	$	(3,916,003	)
Less:Net (Income) Loss attributable to KCL, Therapeutics, Inc.		(2,500	)					(2,500	)
NET INCOME (LOSS) attributable to common shareholders		(334,738	)		(1,130,853	)		(86,635	)		(3,916,003	)

BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	($	0.0011	)	($	0.0078	)	($	0.0003	)	($	0.0269	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		295,684,600			145343881			255,155,894			145814742

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA , INC.
Condensed Consolidated Statement of shareholder's deficit
Six Months Ended March 31, 2018
(unaudited)

	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			Noncontrolling Interest		Total
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		$	0	$	(5,251,335	)
Common Shares issued to Consultant 10/9/2017										2,500,000		250						109,500												109,750
Preferred Shares issued to Consultant 10/11/2017														2,000,000		200														200
Preferred Shares issued to Consultant 11/01/2017														4,000,000		400														400
Common Shares issued for Debt 12/6/2017										3,976,852		398						85,502												85,900
Unrealized Gain on Securities Available for Sale recognized during Quarter ended December 31, 2017																									40,000					40,000
Net Loss for the quarter ended December 31, 2017																				(2,785,149	)									(2,785,149	)
Balance December 31 , 2017		136,966,697		13,697		50,000		5		146,181,009		14,617		38,000,000		3,800		6,837,981		(15,526,990	)		728,658		128,000			0		(7,800,232	)
Common Shares issued for Debt 1/10/2018										332,955		33						10,376												10,409
Preferred Shares Purchased for Cash 1/29/2018		2,500,000		250														24,750												25,000
Common Shares Purchased for Cash 1/29/2018										2,500,000		250						24,750												25,000
Common Shares issued for Debt 2/6/2018										522,255		52						13,560												13,612
Common Shares issued for Debt 3/6/2018										796,254		80						18,862												18,942
Common Shares issued to Consultant 3/15/2018										250,000		25						7,900												7,925
Common Shares issued for Debt 3/27/2018										744,948		74						12,613												12,687
Unrealized Loss on Securities Available for Sale recognized during Quarter ended March 31, 2018																									(19,200	)				(19,200	)
Net Loss for the quarter ended March 31, 2018																				(840,851	)									(840,851	)
Balance March 31 , 2018		139,466,697		13,947	$	50,000		5		151,327,421	$	15,131		38,000,000	$	3,800	$	6,950,792	$	(16,367,844	)	$	728,658	$	108,800		$	0		(8,546,711	)

The following Notes are an integral Part of these Condensed Financial Statements

REGEN BIOPHARMA , INC.
Condensed Consolidated Statement of Shareholder's Deficit
Six Months Ended March 31, 2019
(unaudited)

	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			Noncontrolling Interest		Total
Balance September 30, 2018		140,434,496	$	14,044		50,000	$	5		180,315,107	$	18,030		38,000,000	$	3,800	$	7,517,888		$	(17,457,044	)	$	728,658	$	52,948		$	0	$	(9,121,670	)
5,128,205 shares issued for debt - 10/1/2018										5,128,205		513						29,487													30,000
8,961,988 shares issued for debt - 10/18/2018										8,961,988		896						29,754													30,650
2,019,140 shares issued for debt -10/23/2018										2,019,140		202						7,410													7,612
3,015,618 shares issued for debt - 10/29/2018										3,015,618		302						11,066													11,368
7,100,591 shares issued for debt - 11/15/2018										7,100,591		710						29,290													30,000
9,198,923 shares issued for debt - 11/28/2018										29,033,181		2,903						47,813													50,716
286,232 shares issued for expenses - 11/28/2018										286,232		29						471													500
5,184,674 shares issued for debt - 12/19/2018										5,184,674		518						9,929													10,447
617,283 shares issued for expenses - 12/26/2018										617,283		62						438													500
10,382,717 shares issued for debt - 12/26/2018										10,382,717		1,038						7,372													8,410
Derecognition of Accumulated Other Comprehensive Income																					52,948					(52,948	)				0
Adjustment for Adoption ASU 2014 -09																					29,186										29,186
Net Income for the Quarter Ended December 31, 2018																					248,103										248,103
Balance 12/31/2018		140,434,496		14,044		50,000		5		252,044,737		25,203		38,000,000		3,800		7,690,918			(17,126,807	)		728,658		0			0		(8,664,180	)
10,585,123 shares issued for debt - 1/3/2019										10,585,123		1,059						12,692													13,751
10,000,000 shares issued for services - 1/9/2018		10,000,000		1,000														48,000													49,000
5,774,947 shares issued for debt - 1/23/2019										5,774,947		577						6,555													7,132
877,310 shares issued for expenses - 1/25/2019										877,310		88						412													500
12,222,690 shares issued for debt - 1/25/2019										12,222,690		1,222						5,744													6,966
10,473,668 shares issued for debt - 2/11/2019										10,473,668		1,047						11,887													12,934
Shares of subsidiary issued for services - 2/13/2019																		441													441
13,821,193 shares issued for debt - 2/15/2019										13,821,193		1,382						14,374													15,756
13,790,783 shares issued for debt - 2/19/2019										13,790,783		1,379						18,341													19,720
8,004,463 shares issued for debt - 3/1/2019										8,004,463		800						7,844													8,644
694,508 shares issued for expenses 3/4/2019										694,508		69						431													500
14,305,492 shares issued for debt - 3/4/2019										14,305,492		1,431						8,868													10,299
833,449 shares issued for expenses 3/19/2019										833,449		83						417													500
27,377,166 shares issued for debt - 3/19/2019										27,377,166		2,738						19,766													22,504
6,309,524 shares issued for debt - 3/22/2019										6,309,524		631						4,669													5,300
Adjustment for noncontrolling Interest KCL Therapeutics, Inc.																		(2,934	)										2,934		0
Net Loss for Quarter Ended March 31 2019																					(332,238	)									(332,238	)
Balance March 31 2019		150,434,496	$	15,044		50,000	$	5		377,115,053	$	37,710		38,000,000	$	3,800.00	$	7,848,424		$	(17,459,047	)	$	728,658	$	0		$	2,934	$	(8,822,472	)

The following Notes are an integral Part of these Condensed Financial Statements

REGEN BIOPHARMA , INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

	Six Months Ended
	March 31, 2019			March 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$	(84,135	)	$	(3,916,003	)
Adjustments to reconcile net Income to net cash
Preferred Stock issued to Consultants		49,000			600
Common Stock issued to consultants		0			132,164
Common Stock issued for interest		0			5,888
Subsidiary Stock issued to consultants		46			0
Subsidiary Stock issued as compensation		294			0
Common Stock issued for Expenses		2,500			0
Increase (Decrease) in Interest expense attributable to amortization of Discount		678,100			652,036
(Gain) Loss on Sale of Investment Securities		57,697			0
Increase(Decrease) in Loss on early extinguishment of debt		0			41,566
Changes in operating assets and liabilities:
Unrealized (Gain) Loss on Investment Securities		59,147
Increase (Decrease) in Accounts Payable		(1,864	)		(132,039	)
increase (Decrease) Unearned Income		(38,814	)		168,000
(Increase) Decrease in Accounts Receivable		(16,035	)		0
Increase (Decrease) in accrued Expenses		277,550			262,239
(Increase) Decrease in Prepaid Expenses		13,259			(10,000	)
Increase in Derivative Expense		(1,395,714	)		1,774,213
(Increase) Decrease in Interest Receivable		(1,303	)		(9,544	)
(Increase) Decrease in Notes Receivable		4,551			0
Increase (Decrease) in Bad Debt Expense		118,121
Increase (Decrease) in Bank Overdraft		63			109
Net Cash Provided by (Used in) Operating Activities		(277,537	)		(1,030,771	)

Cash Flows from Investment Activities
Increase(Decrease) in Sale of Investment Securities		49,858			0
Net Cash Provided By Investment Activities		49,858			0

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash		0			25,000
Preferred Stock issued for Cash		0			25,000
Increase (Decrease) in Notes Payable		8,500			(108,128	)
Increase in Convertible Notes payable		226,250			850,000
Net Cash Provided by (Used in) Financing Activities		234,750			791,872

Net Increase (Decrease) in Cash		7,071			(238,899	)

Cash at Beginning of Period		8,019			269,973

Cash at End of Period	$	15,090		$	31,074

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt		273,311			131,000
Preferred Shares Issued for Debt
Cash Paid for Interest		11,520			29,307
Common shares Issued for Interest		28,898			4,662
Preferred Shares issued for Interest

The Accompanying Notes are an Integral Part of These Financial Statements

REGEN BIOPHARMA, INC.

Notes to Condensed Consolidated Financial Statements

As of March 31, 2019

(Unaudited)

The accompanying unaudited interim condensed consolidated financial statements of Regen Biopharma , Inc. (“Regen” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended September 30, 2018. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 majority owned subsidiary of Regen. Significant inter-company transactions have been eliminated. As of March 31, 2019 Regen owns 82.35% of KCL Therapeutics, Inc.

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.

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 March 31, 2019 utilized the following inputs:

Risk Free Interest Rate	2.33	%
Expected Term	0.01 – 2.1 Yrs
Expected Volatility	168.66 – 273.20%
Expected Dividends	0

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 March 31, 2019 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 quarters ended March 31, 2019 and 2018.

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.

As of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

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.

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.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company adopted ASU 2016-01 as of the fiscal year ending September 30, 2019.

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 $17,459,047 during the period from April 24, 2012 (inception) through March 31, 2019. 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, 2018 the Company raised $50,000 through the sale of equity securities for cash, $1,382,750 through the sale of convertible notes, and $38,000 through the satisfaction of a Note Receivable issued as consideration for a convertible note issued by the Company. During the quarter ended December 31, 2018 the Company raised $131,250 through the issuance of convertible notes. During the quarter ended March 31, 2019 the Company raised $95,000 through the issuance of convertible notes

NOTE 4. NOTES PAYABLE , RELATED PARTY

	March 31, 2019
David Koos ( Note 7)		227
Zander Therapeutics, Inc. (Note 7)		8500
Notes Payable, Related Parties	$	8727

$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.

As of March 31, 2019 Regen Biopharma Inc. is indebted to ZanderTheraputics, Inc. (“Zander) in the amount of $8,500.

On January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.

On January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.

On January 17, 2019 Zander loaned $1,500 to Regen. The loan bears simple interest at 10% and is due and payable January 17, 2020.

Zander and Regen are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Caven also serve as a Director of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary applications. All of Zander, Regen and KCL Therapeutics are agreeable that Zander shall be permitted at its option to apply any unpaid overdue liability of Regen ( including any and all accrued interest on promissory notes) towards any Anniversary fees and/or Minimum Royalties that may be payable by Zander pursuant to that license agreement originally entered into by Zander and Regen on June 23, 2015 ( Note 7). As of June 30, 2019 Regen is indebted to Zander in the principal amount of $56,900.

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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2019 $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 March 31, 2019 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.

(a)

(b)

(c)

(d)

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 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 March 31 2019 the unamortized discount on the convertible note outstanding is $0. As of March 31, 2019 $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 March 31, 2019 is $0.

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 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2019 $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 March 31, 2019 is 0.

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 March 31, 2019 is 0.

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 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $0. As of March 31, 2019 $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 March 31, 2019 is 0.

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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0 As of March 31, 2019 $50,000 of the principal amount of the Note remains outstanding.

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 March 31, 2019 the unamortized discount on the convertible note outstanding is $0. As of March 31, 2019 $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 March 31, 2019 is 0.

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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31, 2019 $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 March 31, 2019 is 0.

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.

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 March 31 , 2019 $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 $214,285 was recognized by the Company as of March 31, 2019.

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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 23,677.

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 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.

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 March 31, 2019 $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 $71,248 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $8,074.

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.

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 March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 march 31, 2019 the unamortized discount on the convertible note outstanding is $15,769.

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.

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 March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $15,422.

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.

The warrants shall be exercisable:

As of March 31, 2019 $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 $71,429 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $8,827.

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.

The warrants shall be exercisable:

As of March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $17,655.

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.

The warrants shall be exercisable:

As of March 31, 2019 $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 $571,429 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $73,540.

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:

(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 March 31, 2019 $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 $285,714 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $35,251.

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.

(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.

The warrants shall be exercisable:

As of March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $17,655.

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:

(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)

(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 March 31, 2019 $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 $428,571 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $61,464.

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 March 31, 2019 $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 $171,429 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $16,386.

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 Preferred A 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 after note·issuance		135% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

As of March 31, 2019 $30,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $14,286 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $0.

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:

(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)

(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 March 31, 2019 $25,000 of the principal amount of the Note remains outstanding.

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:

(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)

(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 March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $24,703.

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:

(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)

(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 March 31, 2019 $100,000 of the principal amount of the Note remains outstanding.

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:

(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)

(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 March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $24,863.

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:

(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)

(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 March 31, 2019, 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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $25,638.

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:

(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)

(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 March 31, 2019 $40,000 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 $114,285 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $20,547.

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:

(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)

(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 March 31, 2019 $100,000 of the principal amount of the Note remains outstanding.

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:

(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)

(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 March 31, 2019 $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 $71,249 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $13,480.

(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)

(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 March 31, 2019 $25,000 of the principal amount of the Note remains outstanding.

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:

(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)

(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 March 31, 2019 $100,000 of the principal amount of the Note remains outstanding.

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:

(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)

(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 March 31, 2019 $35,000 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 $100,000 was recognized by the Company as of March 31, 2019. The issuance of the Note amounted in a discount of $35,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $20,278.

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:

(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)

(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 March 31, 2019 $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 $258,714 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $58,394.

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. 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

This Note may not be prepaid after the 180^th day.

As of March 31, 2019 $63,700 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $70,000 was recognized by the Company as of March 31, 2019. The issuance of the Note amounted in a discount of $115,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $0.

On December 6, 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 December 6, 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:

(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)

(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 March 31, 2019 $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 $142,857 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $28,558.

On January 24, 2018 (“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 December 6, 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:

(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)

(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 March 31, 2019 $25,000 of the principal amount of the Note remains outstanding.

On February 28, 2018 (“Issue date”) the Company issued a two Convertible Notes (“Notes”) in the aggregate 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 Notes is February 28, 2021. The Notes 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) 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 these Notes, 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

(b)

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

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 Notes in part or in full, including outstanding principal and accrued interest.

In the event that that the Company exercises its right to prepay the notes, or if the Lender chooses not to convert the remaining amount of the notes 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 Notes into Common shares of the Company. The warrants shall have a strike price of $0.025 per share.

The warrants shall be exercisable:

In the event that the Company exercises its right to Prepay the Notes on or prior to the close of business on the three (3) month anniversary of the date that the Notes 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 Notes, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Notes

As of March 31, 2019 $100,000 of the principal amount of the Notes remains outstanding.

The Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in 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 $285,714 was recognized by the Company as of March 31, 2019. The issuance of the Notes amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Notes. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $64,324.

On May 18, 2018 the Company issued a Convertible Note (“Note”)in the principal amount of $114,000 for net consideration of $100,000. The Company recognized an Original Issue Discount of $14,000 in connection with the Note. The Note bears simple interest of 10%.The Note matures on February 18, 2019.

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to equal the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of the Note and (ii) the Variable Conversion Price. “Variable Conversion Price” shall mean 50% multiplied by the Market Price (representing a discount rate of 50%). “Market Price” means the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

(a)

At any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any.

(b)

At any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any.

(c)

After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

As of March 31, 2019 $82,838 of the principal amount of the Notes remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $138,063 was recognized by the Company as of March 31, 2019. The issuance of the Note amounted in a discount of $114,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $0.

On July 11, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $11,500 to an entity controlled by the Company’s Chief Financial Officer for consideration consisting of $11,500 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is May 4, 2021. 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) $0.01 per common share as of the date which is the earlier of:

(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)

(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 March 31, 2019 $11,500 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 $32,857 was recognized by the Company as of March 31, 2019. The issuance of the Notes amounted in a discount of $11,500 which is amortized under the Interest Method over the life of the Notes. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $8,557.

On August 14, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $71,250 cash and payment on behalf of the Company of 3,750 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is August 13, 2019. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. 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 4.99% ( which may be increased to 9.99% upon 60 days written notice by the Holder) 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		125% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		135% of the sum of principal plus accrued interest
>120 days <=180 days afternote·issuance		140% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

As of March 31, 2019 $46,800 of the principal balance of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $65,000 was recognized by the Company as of March 31, 2019. The issuance of the Notes amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Notes. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $30,035.

On September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000 (“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A one time interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months from the effective date.

Zander has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen. ( Note 8)

As of March 31, 2019, 350,000 of the principal amount of the Note remains outstanding.

The issuance of the Note amounted in a beneficial conversion feature of $350,000 which is amortized under the Interest Method over the life of the Note. As of March 31 2019 the unamortized discount on the convertible note outstanding is $262,859. The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2019 is $ 308,602

On October 3, 2018 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $63,000 for consideration consisting of $60,000 cash and payment on behalf of the Company of $3,000 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 October 3, 2019. 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. . 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

This Note may not be prepaid after the 180^th day.

As of March 31, 2019 $63,000 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 March 31, 2019. The issuance of the Note amounted in a discount of $63,000 which is amortized under the Interest Method over the life of the Note. As of March 31, 2019 the unamortized discount on the convertible note outstanding is $31,931.

On October 3, 2018 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $63,000 for consideration consisting of a Note payable to the Company in the amount of $63,000. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is October 3, 2019. 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. . 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.

As of March 31, 2019 $63,000 of the Note Remains outstanding.

On October 10, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $71,250 cash and payment on behalf of the Company of 3,750 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 11, 2019. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. 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 4.99% ( which may be increased to 9.99% upon 60 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

As of March 31, 2019 $75,000 of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $104,166 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $39,754.

On January 22, 2019 the Company issued a convertible note in the face amount of $50,000 (“Front End Note”). Consideration for the Front End Note consisted of $47,500 cash and payment of fees associated with the Front End Note of $2,500. The Front End Note shall accrue simple interest in the amount of 10%. Principal and Accrued Interest is due and payable on January 22, 2020.

The Front End Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. 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 4.99% ( which may be increased to 9.99% upon 61 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

The Front End Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		125% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		135% of the sum of principal plus accrued interest
>120 days <=180 days after note issuance		140% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

As of March 31, 2019 $50,000 of the Note Remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $69,444 was recognized by the Company as of March 31, 2019. 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $40,684

On January 22, 2019 the Company issued a convertible note in the face amount of $50,000 (“Back End Note”). Consideration for the Back End Note consisted of a $50,000 Note payable to the Company. The Back End Note shall accrue simple interest in the amount of 10%. Principal and Accrued Interest is due and payable on January 22, 2020.

The Back End Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. 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 4.99% ( which may be increased to 9.99% upon 61 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

As of March 31, 2019 $50,000 of the Note Remains outstanding.

On February 15, 2019 the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $47,500 cash and payment on behalf of the Company of $2,500 of expenses incurred in connection with the issuance of the Note. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. 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 4.99% ( which may be increased to 9.99% upon 61 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=90 days after note issuance		135% of the sum of principal plus accrued interest

This Note may not be prepaid after the 90^th day.

NOTE 6. NOTES RECEIVABLE

March 31,

2019

LG Capital Funding LLC.

63,000

$63,000 lent by the Company to LG Capital Funding LLC (“Note Receivable) is due and payable on June 3, 2019 and simple interest at a rate of 8% per annum.

The Note Receivable is initially secured by a pledge of a $63,000 Note issued to LG Capital Funding LLC by the Company

Adar Alef LLC.

50,000

$50,000 lent by the Company to Ader Alef LLC (“Note Receivable) is due and payable on September 22, 2019 and simple interest at a rate of 10% per annum.

The Note Receivable is initially secured by a pledge of a $50,000 Note issued to Adar Alef LLC LLC by the Company.

Both of the abovementioned Notes Receivable contain provisions allowing the Borrower to cancel payment obligation in the event that the Company becomes noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of 1934. The Company became noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of 1934.as of the due date of the Company’s quarterly report for the Company’s quarter ended march 31, 2019. The Company believes there is a likely chance that the Borrower will cancel their payment obligations under the Notes and has fully reserved the principal amount of the Notes as well as accrued interest earned on the Notes.

NOTE 7. RELATED PARTY TRANSACTIONS

As of September 30, 2018 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 BST Partners on a month to month basis beginning November 1 2018. BST Partners is controlled by David R. Koos who also serves as the Chief Executive Officer of the Company. The sublease is on a month to month basis and rent payable to BST Partners by Regen Biopharma Inc is equal to $5,000 per month.

As of March 31, 2018 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 15% 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.

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 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:

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 The Company 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 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.

During the quarter ended December 31, 2017 Zander prepaid $58,000 of minimum royalties which will become due pursuant to the Agreement.

During the quarter ended March 31, 2018 Zander prepaid $20,000 of minimum royalties which will become due pursuant to the Agreement.

On February 7, 2018 the Company and Zande agreed to a 10% reduction of Zander’s June 2018 Annual Anniversary Fee obligation if Zander pays such fee on or before February 10, 2018. $90,000 was paid by Zander in satisfaction of the June 2018 Annual Anniversary Fee during the quarter ended March 31, 2018.

On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

Zander and Regen are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Harry Lander serves as President and Chief Scientific Officer of both Regen BioPharma, Inc. and Zander Therapeutics, Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Lander and Caven also serve as Directors of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary applications.

(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)

(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 March 31, 2019 $11,500 of the principal amount of the Note remains outstanding.

As of March 31, 2019, 350,000 of the principal amount of the Note remains outstanding.

On January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.

On January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.

On January 17, 2019 Zander loaned $1,500 to Regen. The loan bears simple interest at 10% and is due and payable January 17, 2020.

NOTE 8. ACCOUNTS RECEIVABLE, RELATED PARTY

Accounts Receivable due from Related Party as of June 30, 2019 consist solely of amounts earned by the Company not yet paid resulting from the Company’s license agreement with KCL Therapeutics ( See Note 7) .All of Zander, Regen and KCL Therapeutics are agreeable that Zander shall be permitted at its option to apply any unpaid overdue liability of Regen ( including any and all accrued interest on promissory notes) towards any Anniversary fees and/or Minimum Royalties that may be payable by Zander pursuant to that license agreement originally entered into by Zander and Regen on June 23, 2015 ( Note 7). As of June 30, 2019 Regen is indebted to Zander in the principal amount of $56,900

NOTE 9. COMMITMENTS AND CONTINGENCIES

On November 16, 2018 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning November 1, 2018.

BST is controlled by David Koos, Regen Biopharma, Inc.’s Chairman and Chief Executive Officer.

NOTE 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 2019:

Common stock, $ 0.0001 par value; 1, 800,000,000 shares authorized: 377,115,053 shares issued and outstanding.

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

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 March 31, 2019, 300,000,000 is designated Series A Preferred Stock of which 150,434,496 shares are outstanding as of March 31, 2019 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are outstanding as of March 31, 2019.

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

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”).

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

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”).

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.

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.

11. INVESTMENT SECURITIES

On June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics, Inc.

On November 29, 2018 the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of prepaid rent and accrued interest owed to the Company collectively amounting to $13,124.

On March 31, 2019 the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. based on the following inputs:

Fair Value of Intellectual Property as of 3/31/2019	5,447
Investment Securities as of 3/31/2019	12,250
Note Receivable	8,500
Interest Receivable	8,811
Convertible Note Receivable	350,000
Prepaid Expenses	92,571
Due from Former Employee	4,838
Accounts Payable	1,270,556
Notes Payable	500,000
Accrued Expenses	74,372
Enterprise Value as of 3/31/2019	2,327,345
Less Total Debt	(1,844,928	)
Portion of Enterprise Value attributable to shareholders	482,417
Fair Value per share	0.0105948

The abovementioned constitute the Company’s sole investment securities as of March 31, 2019

As of March 31, 2019:

	470,588	Common Shares of Zander Therapeutics, Inc.

	Basis		Fair Value		Total Unrealized Losses			Net Unrealized Gain or (Loss) realized during the quarter ended March 31, 2019
$	5,741	$	4,985	$	(756	)	$	(24546	)

	725,000	Series M Preferred of Zander Therapeutics, Inc.

	Basis		Fair Value		Total Unrealized Loss			Net Unrealized Gain or (Loss) realized during the quarter ended March 31, 2019
$	13,124	$	7,681	$	(4551	)	$	(37816	)

NOTE 12. STOCK TRANSACTIONS

Issuance of Common Shares

On January 3, 2019 the Company issued 10585123 common shares in satisfaction of $4607 of convertible indebtedness and $9153 of accrued interest on convertible indebtedness.

On January 23, 2019 the Company issued 5774947 common shares in satisfaction of $6770 of convertible indebtedness and $362 of accrued interest on convertible indebtedness.

On January 25, 2019 the Company issued 13100000 common shares in satisfaction of $5975 of convertible indebtedness , $500 in fees and $991 of accrued interest on convertible indebtedness.

On February 11, 2019 the Company issued 10473668 common shares in satisfaction of $12230 of convertible indebtedness and $704 of accrued interest on convertible indebtedness.

On February 15, 2019 the Company issued 13821193 common shares in satisfaction of $15000 of convertible indebtedness and $756 of accrued interest on convertible indebtedness.

On February 19, 2019 the Company issued 13790783 common shares in satisfaction of $17500 of convertible indebtedness and $2,220 of accrued interest on convertible indebtedness.

On March 1, 2019 the Company issued 8004463 common shares in satisfaction of $8200 of convertible indebtedness and $444 of accrued interest on convertible indebtedness.

On March 4, 2019 the Company issued 15000000 common shares in satisfaction of $8756 of convertible indebtedness, $500 in fees and $1543 of accrued interest on convertible indebtedness.

On March 19, 2019 the Company issued 12000000 common shares in satisfaction of $5825 of convertible indebtedness, $500 in fees and $874 of accrued interest on convertible indebtedness.

On March 19, 2019 the Company issued 16210615 common shares in satisfaction of $13,800 of convertible indebtedness and $2005 of accrued interest on convertible indebtedness.

On March 22, 2019 the Company issued 6309524 common shares in satisfaction of $5000 of convertible indebtedness and $300 of accrued interest on convertible indebtedness.

Issuance of Series A Preferred Shares

On January 9, 2019 the Company issued 10,000,000 Series A Preferred shares to a consultant as consideration for services.

Issuance of common shares of KCL Therapeutics, Inc.

On January 23, 2019 Dr. Harry Lander and the KCL Therapeutics, Inc (“KCL”) entered into an agreement (“Agreement”) whereby Dr. Lander agreed to provide services as KCL’s Senior Scientific Consultant. Pursuant to the Agreement, Dr. Lander will assist KCL with its development of therapies involving checkpoint NR2F6 therapies.

The term of the Agreement is from January 25, 2019 to January 24, 2022 and may be extended by mutual consent. Sole consideration to Dr. Lander for services to be provided pursuant to the Agreement shall be the issuance to Dr. Lander by KCL of 5,000,000 shares of KCL’s common stock. On February 13, 2019 Dr. Lander was issued 5,000,000 of the common shares of KCL.

On February 13, 2019 David Koos, the Chairman and Chief Executive Officer of both Regen and KCL, was issued 5,000,000 of the common shares of KCL as consideration for services.

On February 13, 2019 Todd Caven, the Chief Financial Officer of both Regen and KCL, was issued 5,000,000 of the common shares of KCL as consideration for services.

NOTE 13. PRIOR PERIOD ADJUSTMENTS

The Company has adjusted consulting expenses for the quarter ended March 31, 2018 in the following manner

Consulting Expenses reduced by $750.

The aforementioned adjustments have resulted in a decrease in Net Loss for the period ended March 31, 2018 as originally reported of $750.

The Company has adjusted Dividend Income, Research and Development Expenses, and Consulting Expenses for the quarter ended June 30, 2018 in the following manner:

(a)

Research and Development Expenses for the period have been increased by $2700

(b)

Consulting Expenses for the period have been reduced by $2700

(c)

Dividend Income for the period has been increased by $5,741

The aforementioned adjustments have resulted in a decrease in Net Loss for the period ended June 30, 2018 as originally reported of $5,741

NOTE 14. SUBSEQUENT EVENTS

On April 2, 2019 the Company issued 12,992,839 common shares in satisfaction of $8,800 of convertible indebtedness and $554 of accrued interest on convertible indebtedness.

On May 7, 2019 the Company issued 17,876,797 common shares in satisfaction of $10,000 of convertible indebtedness and $726 of accrued interest on convertible indebtedness.

On April 8, 2019 the Company issued 17,971,064 common shares in satisfaction of $12,100 of convertible indebtedness and $1,917 of accrued interest on convertible indebtedness.

On April 9, 2019 the Company issued 11,832,569 common shares in satisfaction of $8,000 of convertible indebtedness and $519 of accrued interest on convertible indebtedness.

On April 11, 2019 the Company issued 19,472,820 common shares in satisfaction of $14,600 of convertible indebtedness and $588 of accrued interest on convertible indebtedness.

On April 18, 2019 the Company issued 14,824,958 common shares in satisfaction of $10,000 of convertible indebtedness and $673 of accrued interest on convertible indebtedness.

On April 29, 2019 the Company issued 22,243,153 common shares in satisfaction of $14,800 of convertible indebtedness and $2549 of accrued interest on convertible indebtedness.

On May 7, 2019 the Company issued 22,000,000 common shares in satisfaction of $7,948 of convertible indebtedness, $500 in fees and $352 of accrued interest on convertible indebtedness.

On June 27, 2019 the Company issued 194,285, 714 shares of the Series A Preferred stock of Regen to Zander Therapeutics in satisfaction of $340,000 of convertible indebtedness.

On July 10, 2019 the Company issued 25,870,700 common shares in satisfaction of $2,049 of convertible indebtedness, $500 in fees and $2883 of accrued interest on convertible indebtedness.

On July 19, 2019 the Company issued a convertible promissory note in the face amount of $100,000 (“Note”) for consideration consisting of:

$95,000 cash

the payment of $5,000 of legal fees

The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2020. The Note may be converted into the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. . 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 proceeds from the issuance of the Note are to be allocated as follows:

$30,592 will be utilized to retire the outstanding balance of a $75,000 note issued by the Company on August 15, 2018 to One44 capital, LLC and $22,877 will be allocated to the Company’s accountants and auditors to bring the Company current with regards to the Company’s quarterly reporting requirements under the Securities and Exchange Act of 1934.

The Note may be prepaid with the following penalties:

Time Period		Payment Premium
<=60 days after note issuance		125% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		135% of the sum of principal plus accrued interest
>120 days <=180 days after note issuance		140% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

On July 19, 2019 Regen Biopharma, Inc. amended its Certificate of Incorporation increasing its authorized common shares from 1, 800,000,000 with a par value of 0.0001 to 4,800,000,000 with a par value of 0.0001

On July 19, 2019 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $20,331 for consideration consisting of $18,831 cash and payment on behalf of the Company of $1,500 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 July 19, 2019. The Note may be converted into shares of the common stock 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. . 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 after note issuance		135% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

On July 19, 2019 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $14,819 for consideration consisting of $13,319 cash and payment on behalf of the Company of $1,500 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2019. The Note may be converted into shares of the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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. . 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		125% of the sum of principal plus accrued interest
>60 days <= 120 days after note issuance		135% of the sum of principal plus accrued interest
>120 days <=180 days after note issuance		140% of the sum· of principal plus accrued· interest

This Note may not be prepaid after the 180^th day.

On July 24, 2019 the Company issued 27,161,700 common shares in satisfaction of $2,962 of convertible indebtedness, $500 in fees and $611of accrued interest on convertible indebtedness.

On July 30, 2019 the Company and Auctus Fund, LLC (“Auctus”) agreed to the addition of $9,971 to the remaining balance of that convertible note issued to Auctus on May 18, 2018 in the original principal amount of $114,000 for consideration to the Company of $9,971.

On August 13, 2019 David Koos, the Chairman and Chief Executive Officer of Regen Biopharma, Inc. (“Company”) returned 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) to KCL for cancellation.

On August 13, 2019 Todd Caven , the Chief Financial Officer of the Company returned 5,000,000 common shares of KCL to KCL for cancellation.

On August 14^th, 2019 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) owned by Dr. Harry Lander were cancelled by KCL pursuant to a request from Dr. Lander received by KCL on August 13^th 2019.

As a result of this cancellation, as of August 14^th2019 KCL is wholly owned by Regen Biopharma, Inc.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc.

As of September 30, 2018, we had Cash in the amount of $ 8,019 and as of March 31, 2019 we had Cash in the amount of $15,090.

The increase in Cash of approximately 88% is primarily attributable to:

Sales by the Company during the six months ended March 31, 2019 of Convertible Notes for aggregate cash consideration or $226,250.

Sales of Investment Securities held by the Company during the quarter ended December 31, 2018 for aggregate consideration of $49,858.

Satisfaction of a $4,551 Note payable to the Company for cash consideration of $4,551.

Issuances of Notes Payable during the six months ended March 31, 2019 in the aggregate principal amount of $8,500

Offset by the cost of operating the business of the Company.

As of September 30, 2018 we had Note Receivable due from Related Party of $4,551 and as of March 31, 2019 we had Note Receivable Due from Related Party of 0.

The Decrease in Note Receivable from Related Party is attributable to satisfaction of a $4,551 Note payable to the Company for cash consideration of $4,551.

As of March 31, 2019 we had Accounts Receivable, Related Party of $16,035 and as of September 30, 2018 we had Accounts Receivable, Related Party of $0.

The increase in Accounts Receivable, Related Party is attributable to:

(a)

The derecognition of $29,186 of unearned income during the quarter ended December 31, 2018 such unearned income recognized prior to September 30, 2018 due to adoption the by the Company of FASB ASU 2014-09 beginning in the fiscal year ended September 30, 2019.

(b)

The recognition by the Company during the quarter ended December 31, 2018 of an aggregate of $27,424 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

(c)

The recognition by the Company during the quarter ended March 31, 2019 of an aggregate of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

As of September 30, 2018 we had Prepaid Expenses of $8,259 and as of March 31, 2019 we had Prepaid Expenses of $101.

The decrease in Prepaid Expenses of approximately 98.7% is attributable to:

recognition by the Company of $7,259 of Research and Development expenses which had been paid for in a prior period

derecognition by the Company of $1,000 compensation prepaid to a former employee deemed uncollectible by the Company during the quarter ended December 31, 2018

offset by

The recognition by the Company of $101 of prepaid expenses attributable to the issuance to Dr. Harry Lander by KCL Therapeutics, Inc. (“KCL”) of 5,000,000 shares of KCL’s common stock as prepayment for services to be performed in subsequent periods. As of March 31, 2019 KCL was a majority owned subsidiary of the Company.

As of March 31, 2019 we had Accrued Interest Receivable of $0 and as of September 30, 2018 we had Accrued Interest Receivable of $7,672.

The decrease in Accrued Interest Receivable is primarily attributable to

(a)

accrued interest due to the Company but unpaid settled by the receipt by the Company of 250,000 of the Preferred Series M shares of Zander Therapeutics, Inc. in satisfaction of interest receivable accrued but unpaid due to the Company by Entest Group, Inc.

(b)

a reserve of 100% having been established with regards to interest accrued but not yet paid on Notes Receivable issued to the Company in consideration of Convertible Notes Payable issued by the Company ( “Collateral Notes Receivable”). The Collateral Notes Receivable contain provisions allowing the Borrower to cancel payment obligation in the event that the Company becomes noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of 1934. The Company became noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of 1934.as of the due date of the Company’s quarterly report for the Company’s quarter ended march 31, 2019. The Company believes there is a likely chance that the Borrower will cancel their payment obligations under the Notes and has fully reserved the principal amount of the Notes as well as accrued interest earned on the Notes.

As of September 30, 2018 we had Prepaid Rent of $14,270 and as of March , 2019 we had Prepaid Rent of $0.

The decrease in Prepaid Rent is attributable to:

The recognition of rental expense with regards to $5,000 prepaid by the Company

The acceptance by the Company of 475,000 of the Preferred Series M shares of Zander Therapeutics, Inc. in satisfaction of rent prepaid by the Company to Entest Biomedical, Inc.

As of September 30, 2018 we had Investment Securities of $166,247 and as of March 31, 2019 we had Investment Securities of $12,667.

The decrease in Investment Securities of approximately 92.3% is attributable to:

(a)

The sale by the Company of 8,000,000 common shares of Entest Group, Inc. and 185,852 of the nonvoting convertible preferred shares of Entest Group, Inc. for aggregate consideration of $49,858.

(b)

The acceptance by the Company of 725,000 of the Preferred Series M shares of Zander Therapeutics, Inc. in satisfaction of interest receivable accrued but unpaid due to the Company by Entest Group, Inc. and rent prepaid to Entest Biomedical Inc.

(c)

The revaluation as of March 31, 2019 of 725,000 of the Preferred Series M shares of Zander Therapeutics, Inc. owned by the Company as of March 31, 2019

(d)

The revaluation as of March 31, 2019 of 470,588 of the common shares of Zander Therapeutics, Inc. owned by the Company as of March 31, 2019.

As of September 30, 2018 we had a Bank Overdraft of $203 and as of March 31, 2019 we had a Bank Overdraft of $266

The increase in Bank Overdraft of approximately 31% is attributable to withdrawal of money that is greater than the available balance in a bank account maintained by the Company.

As of December 31, 2018 we had Accrued Interest Payable of $390,251 and as of September 30, 2018 we had Accrued Interest Payable of $292,094.

The increase in Accrued Interest Payable of approximately 33% is attributable to additional interest accrued but unpaid on Convertible Notes issued by the Company during the six months ended March 31, 2019 offset by:

(a)

The payment of $8,520 of interest accrued but unpaid during the quarter ended December 31, 2018

(b)

The satisfaction of $9,555 of interest accrued but unpaid during the quarter ended December 31, 2018 by the issuance of common stock.

(c)

The payment of $3,000 of interest accrued but unpaid during the quarter ended March 31, 2019

(d)

The satisfaction of $19,343 of interest accrued but unpaid during the quarter ended March 31, 2019 by the issuance of common stock

As of September 30, 2018, we had Accrued Payroll of $655,663 and as of March 31, 2019 we had Accrued Payroll of $806,158.

The increase in accrued payroll of approximately 23% is attributable to:

$41,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the six months ended March 31, 2019.

$81,000 in salary expense due to the Company’s Chief Financial Officer incurred but unpaid during the six months ended March 31, 2019.

$28,495 in salary expense due to the Company’s former President and Chief Scientific Officer incurred but unpaid during the six months ended March 31, 2019.

As of September 30, 2018 we had a Derivative Liability of $6,736,607 and as of March 31, 2019 we had a Derivative Liability of $5,679,959.

The decrease in Derivative Liability of 15.6% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $2,295,838 outstanding as of March 31, 2019.

As of March 31, 2019 we had unearned income of $0 and as of September 30, 2018 we had Unearned Income of $68,000.

The decrease in Unearned Income is attributable to:

(a)

The derecognition of $29,186 of unearned income recognized prior to September 30, 2018 due to adoption the by the Company of FASB ASU 2014-09 beginning in the fiscal year ended September 30, 2019 and the recognition of .

(b)

The recognition by the Company during the six months ended March 31, 2019 of an aggregate of $38,814 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

With regards to the aforementioned license, On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

As of September 30, 2019 we had Convertible Notes Payable, Net of Unamortized Discount, of $1,431,845 and as of March 31, 2019 we had Convertible Notes Payable, Net of Unamortized Discount, of $1,836,633.

The increase in Convertible Notes Payable , Net of Unamortized Discount, of approximately 28.2% is primarily attributable to:

(a)

Issuance of an aggregate principal amount of $351,000 of Convertible Notes Payable during the six months ended March 31, 2019. The issuance of these Notes amounted in the recognition of an aggregate of discounts attributable to beneficial conversion features of $351,000 which are amortized under the Interest Method over the respective duration of the Notes.

(b)

Amortization of $678,800 of Discounts on Convertible Notes

offset by conversion of $273, 311 of principal amounts outstanding on Convertible Notes into equity securities of the Company.

Material Changes in Results of Operations

Revenues from continuing operations were $27,425 for the quarter ended March 31, 2019 and $0 for the same period ended 2018. $27,425 of revenue recognized during the quarter ended March 31, 2019 consisted of $24,931 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of minimum royalties recognized during the quarter ended March 31, 2019 pursuant to the same license.

$24,931 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of minimum royalties recognized during the quarter ended March 31, 2019 pursuant to the same license were recognized as revenues by the Company during the quarter ended March 31, 2018 as a result of the adoption by the Company during the quarter ended December 31, 2018 of FASB ASU 2014-09.

Net Loss was $332,238 for the quarter ended March 31, 2019 and Net Loss was $ 1,130,853for the same period ended 2018. Operating Loss was $230,793 for the quarter ended March 31, 2019 whereas Operating Loss was $447,672 for the quarter ended March 31, 2018. Factors contributing to the Company recognizing a lower operating loss in the period ended 2019 when compared to the quarter ended 2018 include:

Recognition of revenue consisting of $24,931 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of minimum royalties recognized during the quarter ended March 31, 2019 pursuant to the same license being recognized by the Company during the quarter ended March 31, 2019 as a result of the adoption by the Company during the quarter ended December 31, 2018 of FASB ASU 2014-09.

Lower Research and Development Expenses, General and Administrative Expenses and Consulting Expenses incurred during the quarter ended March 31, 2019 as compared to the same period ended 2018.

Net Loss was 70.6% lower for the quarter ended March 31 2019 than Net Loss recognized during the same period ended 2018. This was primarily attributable to:

(a)

recognition of revenues of $27,425 during the quarter ended 2019

(b)

lower operating expenses recognized during the quarter ended 2019

(c)

the recognition during the quarter ended 2019 of $447,381 of derivative income during the quarter ended 2019 as opposed to the recognition of a derivative loss of $255,968 during the same quarter ended 2018.

Revenues from continuing operations were $54,849 for the six months ended March 31, 2019 and $0 for the same period ended 2018. $54,849 of revenue recognized during the six months ended March 31, 2019 consisted of $49,863 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $4,986 of minimum royalties recognized during the six months ended March 31, 2019 pursuant to the same license.

Operating Loss for the six months ended March 31, 2019 was $429,627 as opposed to Operating Loss recognized in the same period ended 2018 of $1,327,257. The decrease in Operating Loss recognized in the six months ended 2019 as opposed to the six months ended 2018 is attributable to:

Revenues from continuing operations of $54,849 recognized during the six months ended March 31, 2019

Lower Research and Development, General and Administrative and Consulting Expenses recognized during the six months ended March 31, 2019 as compared to the same period ended 2018.

Net Loss for the six months ended March 31, 2019 was $84,135 which was approximately 98% lower than Net Loss for the same period ended 2018 which was $3,916,003.

Contributing factors included:

(a)

Recognition of $54,849 in Revenue during the six months ended 2019

(b)

Lower operating expenses incurred during the six months ended March 31, 2019 as compared to the same period ended 2018.

(c)

The recognition during the six months ended March 31, 2019 of Derivative Income of $1,395,714 as opposed to the recognition of a Derivative Loss of $1,774,213 for the same period ended 2018.

As of March 31, 2019 we had $15,090 in cash on hand and current liabilities of $7,972,129 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable ( Net of Unamortized Discount), Derivative Liability Recognized, bank overdraft and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

During the quarter ended March 31, 2019 the Company raised $95,000 cash through the issuance of convertible notes.

As of March 31, 2019 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Principal Financial Officer and Todd S. Caven who is the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on January 1, 2019 and ending on March 31, 2019, David Koos, who serves as the Company’s Principal Executive Officer and Principal Financial Officer and Todd S. Caven, who serves as the Company’s Chief Financial Officer, have determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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 2. Unregistered Sales of Equity Securities and Use of Proceeds