United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form
10-K
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For
the fiscal year ending September 30, 2015
☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________.
BIO-MATRIX
SCIENTIFIC GROUP, INC. |
(Name
of small business issuer in its charter) |
|
|
|
Delaware |
|
33-0824714 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
|
4700
Spring Street, Suite 304, La Mesa, California, 91942 |
(Address
of Principal executive offices) |
|
(619)
702-1404 |
(Registrant’s
telephone number) |
|
Securities
registered pursuant to Section 12(b) of the Exchange Act: |
|
None |
|
None |
(Title
of Each Class to be so Registered) |
|
(Name
of each exchange on which registered) |
|
|
Title
of Each Class
to
be so Registered: |
Name
of each exchange on which registered: |
None |
None |
|
|
Securities
registered under Section 12(g) of the Act: |
|
Common
Stock, Par Value $0.0001 |
|
(Title
of Class) |
|
|
|
|
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
☐ No ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by
reference in Part III of this Form 10-K or amendment to Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small
reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large
Accelerated Filer ☐ |
|
Accelerated
Filer ☐ |
Non-accelerated
Filer ☐ |
|
Smaller
reporting company ☒ |
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐
As
of March 31, 2015, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant,
based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market was approximately
$1,980,106. For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders
are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other
purpose.
Number
of shares outstanding of the issuer's classes of common stock as of December 29, 2015:
4,889,075,005
In
this annual report, the terms “Bio-Matrix Scientific Group Inc.”, “Company”, “us”,
“we”, or “our”, unless the context otherwise requires, mean Bio-Matrix Scientific Group, Inc., a
Delaware corporation, and its subsidiaries.
This
annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or
forecasts of future events. All statements other than statements of current or historical fact contained in this annual report,
including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,”
“projects,” “ongoing,” “expects,” “management believes,” “we believe,”
“we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject
to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially
different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The
Company has based these forward-looking statements largely on its current expectations and projections about future events and
financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.
The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions
due to a number of factors, including:
• |
dependence
on key personnel; |
• |
competitive
factors; |
• |
degree
of success of research and development programs |
• |
the
operation of our business; and |
• |
general
economic conditions |
These
forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained
in this annual report.
PART
I
Item
1. Business
We
were organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.
Through
our controlled subsidiary, Regen BioPharma ,Inc.(“Regen”) , we intend 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 primary factor to be considered by us in arriving at a decision
to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen
in Phase I trials. As of September 30, 2015 the Company owned 18.28% of the share capital of Regen and exercised 69.7% of the
voting power of Regen , such voting power primarily attributable to Bio Matrix Scientific Group, Inc.’s ownership of 30,000
shares of Regen’s Seriess AA Preferred Stock. Each holder of Regen’s 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 Regen’s 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.
As
of December 29, 2015 , Regen has not licensed any existing therapies which may be marketed. On June 23, 2015 Regen Biopharma,
Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen
years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to Regen one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000)
as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred
thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen royalties equal to four percent (4%) of the Net Sales , as such term is defined in
the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair
market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on
Net Sales of any Licensed Products for which Regen receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of
the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only
payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The
Agreement may be terminated by Regen:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to Regen with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of Regen.
Zander
will be required to obtain approval from the United States Food and Drug Administration (“FDA”) in order to market
any Licensed Product which may be developed within the United States and no assurance may be given that such approval would be
granted.
We
have acquired certain intellectual property from Dr. Wei Ping Min on May 1, 2013and licensed certain intellectual property from
Benitec Australia Limited on August 5, 2013. These collective intellectual properties comprise the therapeutic concept behind
dCellVax , a cancer therapy in early stage development by Regen.
On
May 1, 2013 Dr. Wei Ping Min (“Min”) entered into an agreement (“Agreement”) whereby Min assigned to Regen
all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to
numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”) US Patent # 8,389,708 was granted to Min with regard
to his invention of a method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA)
leading to an increase in the immune response, a decrease in tumor-induced immunosuppression and a decrease in in vivo tumor progression.
siRNA are shorter pieces of double stranded RNA that allow the interference of a particular gene, without causing cell death.
As
consideration for the Min IP, Regen is required to:
(a)
negotiate in good faith with Min with regards to a proposed consulting agreement by and between Min whereby Min shall perform
certain mutually agreed upon tasks for the benefit of Regen for consideration to Min consisting of $100,000 of the common shares
of Bio-Matrix Scientific Group, Inc. valued as of the date of issuance and to be paid over a twelve month period in twelve equal
installments (“Consulting Shares”) and registered under the Securities Act of 1933 on Form S-8.
(b)
Cause to be issued to Min 100,000 of Bio-Matrix Scientific Group, Inc.’s preferred shares (“Assignor Preferred Shares”)
exchangeable into common shares of Bio-Matrix Scientific Group, Inc. (“Exchange Common Shares”) under the following
terms and conditions:
(1)
upon any date subsequent to the date of the completion of a satisfactory review by the United States Food and Drug Administration
(“FDA”) of an Investigational New Drug Application (“IND”) for the Min IP submitted by Regen which shall
result in the ability of Regen to lawfully begin clinical testing of the Min IP on human subjects within the United States Min
shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares
having a value of $333,000 such shares being valued at a price per share equal to the closing price as of the day written notice
is given to Regen of Min’s intent to exchange.
(2)
upon any date subsequent to the date that manufacturing procedures for the manufacture of the Min IP have been developed by Regen
which comply to the Current Good Manufacturing Practices (“cGMP “) requirements of the Food Drug and Cosmetics Act
of 1938 and the rules and regulations promulgated thereunder as they may apply to the manufacture of the Min IP Min shall be permitted,
at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of
$333,000 such shares being valued at a price per share equal to the closing price as of the day written notice is given to Regen
of Min’s intent to exchange.
(3)
upon any date subsequent to the date that, in connection with a lawfully administered Phase I clinical trial of the Min IP being
conducted by Regen within the United States on human subjects, both of (1) a clinical trial protocol has been completed and (2)
a Principal Investigator has been appointed, Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor
Preferred Shares into that number of Exchange Common Shares having a value of $333,000 such shares being valued at a price per
share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.
(4)
Min shall receive, upon successful completion of a lawfully administered Phase I clinical trial of the Min IP being conducted
by Regen within the United States on human subjects, the results of which (1) shall indicate that the Min IP can be safely tolerated
by human subjects (2) shall not indicate that use of the Min IP in human subjects result in side effects of such severity that
commencement of a Phase II clinical trial could not occur, and (3) establishes the optimal dosage and/or method of administration(
as applicable )of the Min IP , Min shall receive that number of the common shares of BIO-MATRIX SCIENTIFIC GROUP, INC. which,
at a price per share equal to the closing price of the shares as of the day of issuance, shall equal $1,000,000.
All
common shares of Bio-Matrix Scientific Group, Inc issuable pursuant to the Agreement are subject to the condition that a sufficient
number of common shares shall be authorized for issuance by BMSN in order that the required number common shares may be issued.
Pursuant to the Agreement, Min shall be entitled to additional consideration for productivity and deliverables over and above
listed items (“”Bonus””). The eligibility of Min to receive a Bonus as well as the nature and amount of
any Bonus shall be at the sole discretion and determination of the Chief Executive Officer of Regen. On August 9, 2013 Bio-Matrix
Scientific Group, Inc issued to Min 100,000 of its Preferred Shares pursuant to the Agreement.
On
August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license
to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism
by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.
Pursuant
to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following
payments to Benitec as consideration for the grant of the license:
(1)
a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the
execution date of the Agreement. On August 30, 2013 we issued 8,512,088 of our common shares to Benitec in satisfaction of this
obligation on behalf of Regen. Fair value of these common shares as of the date of issuance was determined to be $25,536.
(2)
a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date
of the Agreement.
(3)
The following milestone payments per each Licensed Product that meets such milestone :
Milestone |
Amount
|
Start
Phase I/II clinical trial – dosing first patient |
$100,000
US Dollars
|
Start
Phase III clinical trial |
$500,000
US Dollars
|
Regulatory
Approval for a Licensed Product by first regulatory agency |
$1,000,000
US Dollars
|
Regulatory
Approval for a Licensed Product by second regulatory agency |
$2,000,000.00
US Dollars
|
As
defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates
or its sublicensees pursuant to the license granted by the Agreement.
As
further consideration to Benitec, Regen is required to pay:
(i)
Royalties equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four percent (4%) of the Net Sales
as defined in the Agreement of any Licensed Products sold pursuant to the license sold within a given year.
(ii)
fifty percent (50%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration)
received by Regen from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which
Benitec receives payment.
The
term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on
a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s
Patent Rights covering such Licensed Product.
On
August 1, 2015 the Agreement was amended as follows:
Any
License Fees or Milestone Payments ( as those terms are defined in the Agreement”) to be paid subsequent to April 6, 2015
may be paid in the common stock of Regen.
On
November 20, 2014 Dr. Christine Ichim assigned to Regen all right, title, and interest in and to the invention described in US
Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating NR2F6 for therapeutic applications.
In particular, methods and compositions comprising modulators of NR2F6 for modulating stem cell growth, proliferation and differentiation
and for treating associated conditions and diseases. As Consideration by Regen to Dr. Ichim for the rights Regen is required to
issue to Dr. Ichim 100,000 of Regen’s common shares.
On
November 20, 2014 Regen and Dr. Christine Ichim entered into a Consulting Agreement (“Christine Ichim Consulting Agreement”).
Pursuant to the Christine Ichim Consulting Agreement, Dr. Ichim shall invent for Regen the following:
a) | | Cord
Blood Small Molecule (“CBSM invention”) |
b) | | Cancer
Small Molecule Ligand Binding (“CSMLB Invention”) |
c) | | Cancer
Small Molecule Alpha helix Inhibitor (“CSMAI Invention”) |
d) | | Cancer
Small Molecule using 170 Compound List (“CSM170 Invention”) |
and
shall assign to Regen 100% of her right, title, and interest in the above named inventions and any and patent applications filed
for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).
Consideration
to be paid by Regen to Dr. Ichim pursuant to the Christine Ichim Consulting Agreement shall consist of the following:
|
i) |
As
consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and
dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent
for the CBSM Invention |
|
ii) |
As
consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and
dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent
for the CSMLB Invention |
|
iii) |
As
consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and
dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent
for the CSMAI Invention |
|
iv) |
As
consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Dr.
Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and
dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent
for the CSM170 Invention |
|
v) |
Dr.
Ichim shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI
invention and CSM170 invention of 5% of Net Sales made by Regen of the CBSM invention, CSMLB invention ,CSMAI invention and
CSM170 invention. Net Sales" means the monetary consideration actually received by Regen for the transfer of the invention
less any of the following items |
(a) | | outbound
shipping, storage, packing and insurance expenses; |
(b) | | distributor
discounts; |
(c) | | allowance
for doubtful accounts or uncollectible accounts receivable; |
(d) | | amounts
repaid or credited as a result of rejections, defects, or returns |
(e) | | sales
and other excise taxes (excluding VAT), tariffs, export license fees and duties paid
to a governmental entity |
On
December 16, 2014 Dr. Christine Ichim assigned to Regen all right, title, and interest in and to the invention described in US
Patent Application Serial No. 14/571,262 “ METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6”
On
December 17, 2014 Dr. Christine Ichim assigned to Regen all right, title, and interest in and to the invention described in US
Patent Application Serial No. 14/572,574 “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”
On
December 31, 2014 United States Patent Application No. 14588374 pertaining to the use of molecular interventions to treat myelodysplastic
syndrome (MDS) was filed by Dr. Christine Ichim.
United
States Patent Application No. 14588374 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
All right, title and interest in and to the invention covered by Non-Provisional U.S. Application Serial Number 13/652,395 was
assigned to Regen BioPharma, Inc. (“Regen”) by Dr. Ichim on November 20, 2014. In addition all right, title and interest
in and to the invention covered by United States Patent Application No. 14588374 is assigned to Regen by Dr. Ichim pursuant to
the November 20, 2014 assignment as Application No. 14588374 is a continuation-in-part to pending Non-Provisional U.S. Application
Serial Number 13/652,395.
On
December 31, 2014 United States Patent Application No. 14588373 pertaining to the suppression of the nuclear receptor NR2F2 using
compositions that induce RNA interference for use as cancer stem cell inhibitors as well as cancer stem cell pathway inhibitors
was filed by Dr. Christine Ichim.
United
States Patent Application No. 14588373 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
All right, title and interest in and to the invention covered by Non-Provisional U.S. Application Serial Number 13/652,395 was
assigned to Regen BioPharma, Inc. by Dr. Ichim on November 20, 2014. In addition all right, title and interest in and to the invention
covered by United States Patent Application No. 14588373 is assigned to Regen by Dr. Ichim pursuant to the November 20, 2014 assignment
as Application No. 14588373 is a continuation-in-part to pending Non-Provisional U.S. Application Serial Number 13/652,395.
On
March 3, 2015 Regen entered into an agreement (“Agreement”) with Dr. Thomas Ichim whereby Dr. Thomas Ichim would sell,
assign, transfer and set over to Regen all rights, title and interest in and to the invention as described and claimed in the
United States Patent Number: 8,263,571, dated September 11, 2011, titled “Gene Silencing of the Brother of the Regulator
of Imprinted Sites” for consideration consisting of $9,000 and 1,000,000 shares of Regen’s Series A Preferred stock.
On
June 8, 2015 Regen entered into an agreement with Dr. Santosh Kesari (“Agreement”).
Pursuant
to the terms and conditions of the Agreement
|
(a) |
Dr.
Kesari shall conduct , for the benefit of Regen, certain experiments intended to demonstrate in vitro efficacy of human indolamine
2,3 deoxygenase small interfering RNA in the human Dendritic Cell in vitro model. These experiments are intended to provide
a response to requests for information by the United States Food and Drug Administration (“FDA”) with regard to
Investigational New Drug Application (“IND”) #16200 submitted by Regen to the FDA for Regen’s planned Phase
I/II clinical trial assessing safety with signals of efficacy of Regen’s dCellVax gene silenced dendritic cell immunotherapy
for treating breast cancer. |
|
(b) |
Dr.
Kesari shall assist Regen in the preparation of an IND to be submitted to the FDA with regard to the marketing of Regen’s
proprietary product “DCellVax” as a treatment for gliomas such a assistance to be provided for a period of no
less than twelve months from the execution date of the Agreement. |
Consideration
to Dr. Kesari shall consist of the following:
|
(a) |
Dr.
Kesari shall receive that number of common shares of Regen, valued as of the closing price on the OTCBB as of the date of
execution of this Agreement, which shall equal $66,000 USD (“Signing Shares”). One half of the Signing Shares
to be issued shall be registered under the Securities Act of 1933 on Form S-8. |
|
(b) |
Upon
completion of the studies required to be performed by Dr. Kesari pursuant to the Agreement and successful demonstration of
silencing of indolamine 2,3 deoxygenase in human dendritic cells Dr. Kesari shall be entitled to receive that number of common
shares of Regen, valued as of the closing price on the OTCBB as of the date that successful demonstration of silencing is
presented to Regen by the Dr. Kesari (“Milestone Date”) , which shall equal $66,000 USD (“Milestone Shares”).
”). One half of the Signing Shares to be issued shall be registered under the Securities Act of 1933 on Form S-8. |
|
(c) |
Upon
the date of submission to the FDA of a response, prepared by the Dr. Kesari, providing evidence of vitro and/or in vivo confirmation
of efficacy of the human siRNA sequences proposed for the clinical trial with regard to IND# 16200 for a proposed Phase I/II
clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating
breast cancer ( “Response Date”) Dr. Kesari shall be entitled to receive that number of common shares of Regen,
valued as of the closing price on the OTCBB as of the Response Date which shall equal $66,000 USD (“Response Date Shares”).
One half of the Response Date Shares to be issued shall be registered under the Securities Act of 1933 on Form S-8. |
On
December 15, 2015 Regen entered into an agreement (“Agreement”) with the National Center for Advancing Translational
Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”), an agency of the
U.S. Department of Health and Human Services , pursuant to the following terms and conditions:
Regen
and NCATS shall collaborate to screen for small molecule compounds that activate or inhibit the orphan nuclear receptor, NR2F6
(“Research Project”).
NR2F6
orphan nuclear receptor cell lines will be provided by Regen.
NPC
and LOPAC compound libraries will be used to screen this receptor at NCATS.
Inventions
made in the course of the Research Project will be owned by the Party employing the inventor or inventors. Inventions that are
invented jointly by employees of both Parties will be owned jointly.
The
Parties, moreover, agree to enter into an inter-institutional agreement with respect to joint inventions, which shall authorize
Regen to have primary control and responsibility for any patenting and commercialization activities and shall be negotiated in
good faith based on the respective parties’ contributions to each Joint Invention.
The
term of this Agreement is for 3 years from December 16, 2015. This Agreement may be extended as mutually agreed by the Parties.
This Agreement may be terminated upon thirty days written notice by the terminating Party to the other Party.
Principal
Products and Services
HemaXellarate
I
Regen
has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific
composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on
previous animal studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized
by immune-mediated bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction
in the number of blood cells and platelets).
Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF),
a mix of various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue
cells that can differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of
blood vessels and lymphatic vessels and which play a vital role in angiogenesis ( the physiological process through which new
blood vessels form from pre-existing vessels).
The
isolated SVF is then intravenously administered to the patient. Regen believes that the isolated SVF will generate growth factors
with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into
all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the
peripheral blood and the bone marrow.
On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration
(“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate I I in patients with drug-refractory aplastic
anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous
SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility
and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended
to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually
in the United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval
for the indication for which it has such designation, the product is entitled to a seven year period of marketing exclusivity,
which precludes the FDA from approving another marketing application for the same drug for that time period. The sponsor of the
product would also be entitled to a United States federal tax credit equal to 50% of clinical investigation expenses as well as
exemptions from certain fees.
Regen
believes that this application of HemaXellerate I qualifies for Orphan designation under the Orphan Drug Act due to the fact that
aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for
Orphan designation for HemaXellerate.
On
December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed
all clinical hold issues related to Regen’s Investigational New Drug Application for HemaXellerate I and may initiate a
Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is
intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells
in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and
secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
HemaXellerate
II
Also
in early stage development by Regen is a version of HemaXellerate called HemaXellerate II.
HemaXellerate
II is intended to be a universal donor endothelial cell based therapeutic and is intended to be manufactured by obtaining cells
from a part of the placenta called the “vascular lobules”. The cells are processed and utilized for the purpose of
stimulating bone marrow hematopoetic stem cell repair and proliferation. The mechanism of action for HemaXellerate II is similar
to HemaXellerate I whereby the harvested and processed cells would produce growth factors which would mediate the therapeutic
effects of the product. Regen has not begun preclinical development of HemaXellerate II as of December 29, 2015.
The
therapeutic concept behind the HemaXellerate products derives from intellectual property licensed to Regen by Oregon Health &
Science University (US patent No. 6,821,513 “Method for enhancing hematopoiesis” issued Nov. 23, 2004) pursuant to
an agreement entered into by the parties on June 5, 2013. This agreement was terminated by mutual consent on August 8, 2013 due
to the fact that US patent No. 6,821,513 had expired due to nonpayment of the required maintenance fees by Oregon Health &
Science University. Regen has been informed by its counsel and believes that the expiration of US patent No. 6,821,513 signifies
that no party can be sued for future infringement based on the patent. Thus Regen is free to practice the claimed methods recited
in the expired patent in the future without being liable for patent infringement based on the patent.
dCell
Vax
dCellVax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA
that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently
reimplanted in the cancer patient.
The
dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of tumor cells which produce
factors which cause the dendritic cell to express the IDO. Expression of IDO on the dendritic cell halts the dendritic cell from
activating T cells and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that
play a central role in the human immune system’s attempt to eradicate tumors. Regen has filed an Investigational New Drug
(IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical trial
assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer.
The proposed trial will recruit 10 patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax
gene-silenced dendritic cell therapy. The trial is anticipated to l last one year, with tumor assessment before therapy and at
6 and 12 months.
The
concepts utilized in formulating dCellVax are derived
(a) | | from
patented intellectual property acquitted by Regen from Dr. Wei Ping Min which is method
directed to the silencing of immunosuppressive cancer causing genes using short interfering
RNA (siRNA) and which has been granted patent protection under US Patent # 8,389,708 |
(b) | | from
patented intellectual property licensed to Regen by Benitec. |
NR2F6
Regen
has been assigned intellectual property with regard to the gene NR2F6 . It is believed by Regen that NR2F6 expression leads to
the shutting down of the immune system’s natural ability to kill cancerous cells. Regen believes that identification of
a small molecule which could inhibit this receptor would potentially provide an avenue for immunotherapy of cancer.
On
December 15, 2015 Regen entered into an agreement (“Agreement”) with the National Center for Advancing Translational
Sciences (“NCATS”), which is a component of the National Institutes of Health (“NIH”), an agency of the
U.S. Department of Health and Human Services whereby Regen and NCATS shall collaborate to screen for small molecule compounds
that activate or inhibit the orphan nuclear receptor, NR2F6.
Regen
will be required to obtain approval from the FDA in order to market any of Regten’s products or therapies. No approval has
been granted by the FDA for the marketing and sale of any of Regen’s products and therapies and no assurance may be given
that any of Regen’s products or therapies will be granted such approval. Regen’s current plans include the development
of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after
which we would either attempt to sell or license those developed applications or, alternatively, advance the application further
to Phase III clinical trials. We can provide no assurance that Regen 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 Regen.
Distribution
methods of the products or services:
It
is anticipated that Regen will enter into licensing and/or sublicensing agreements with outside entities in order that Regen may
obtain royalty income on the products and services which it may develop and commercialize.
Competitive
business conditions and competitive position in the industry and methods of competition
We
are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend
to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources
than we do.
We
intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in
order that we can concentrate our resources on projects in which products and services in which we have the greatest potential
to secure a competitive advantage may be developed and commercialized .
To
that effect, Regen has established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe
have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a)
determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to
initiate and complete a project in the most cost effective and rapid manner.
Members
of the Advisory Board include as follows:
Dr.
Weiping Min, M.D., PhD
Dr.
Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi
Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral
training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University
of Toronto.
Dr.
Min has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Bio Matrix Scientific Group, Inc. (“BMSN”) has agreed to issue to Dr. Min 200,000 of the
common shares of BMSN.
David
James Graham White, M.D., Ph.D.
Dr.
White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he
was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation
Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained
a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.
Dr.
White has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, BMSN has agreed to issue to Dr. White 200,000 of the common shares of BMSN.
David
A. Suhy, PhD
Dr.
Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October
2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy
was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which
target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.
Dr.
Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular
Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University
(Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.
Dr.
Suhy has served on the Advisory Board since September 11, 2013. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, BMSN has agreed to issue to Dr. White 500,000 of the common shares of BMSN.
Dr.
Amit Patel, MD MS
Dr.
Patel currently serves as an associate professor in the Division of Cardiothoracic Surgery at the University of Utah School of
Medicine and Director of Clinical Regenerative Medicine and Tissue Engineering at the University of Utah and and been involved
in over 17 FDA trials in the area of cellular therapy.
Dr.
Patel has served on the Advisory Board since October 12, 2014. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Regen has issued to Dr. Patel 136,000 common shares of Regen.
Dr.
Boris Minev, MD
Dr.
Minev is Director of Immunotherapy and Translational Oncology at Genelux Corporation studying the phenotype and characterization
of metastasized cancer stem cells in circulation. Dr. Minev previously worked as the Principal Investigator at the Laboratory
of Tumor Immunology and Immunotherapy at the Moores UCSD Cancer Center
Dr.
Minev has served on the Advisory Board since March 17,2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Regen has issued to Dr. Minev 100,000 shares of Regen’s Series A Preferred Stock.
Dr.
Hinrich Gronemeyer
Dr.
Hinrich Gronemeyer is a research director at the Institute of Genetics, Cellular & Molecular Biology (IGBMC) in Strasbourg-Illkirch. Dr.
Gronemeyer is a Research Director (Class 'Exceptional') of the French National Institute of Health and Medical Research (INSERM)
and was Privatdozent at the University Karlsruhe. Hinrich Gronemeyer had extensive collaborations with the pharmaceutical
industry (Bristol Myers Squibb, Roussel-Uclaf, Schering AG, etc.) and has been involved in evaluations and brainstormings of several
major companies. His 189 publications received an average citation of 83.34 and an h-factor of 59.
Lorraine
J. Gudas, PhD
Dr.
Gudas is Chairman and Revlon Pharmaceutical Professor of Pharmacology and Toxicology of the Department of Pharmacology at Weill
Cornell Medical College and is recognized as one of the world experts on nuclear receptors.
Dr.
Gudas is a member of the American Society for Pharmacology and Experimental Therapeutics and a Fellow of the American Association
for the Advancement of Science. She has served a term as an elected member of the Board of Directors of the American Association
of Cancer Research and as chair of the Board of Scientific Counselors of the National Institute of Diabetes and Digestive and
Kidney Disorders as well as the Board of Scientific Counselors of the National Heart, Lung and Blood Institute. She has served
as a member of the external advisory boards of three Cancer Centers: The Vermont Cancer Center, The Lineberger Cancer Center of
U.N.C. Chapel Hill, and the University of Maryland Greenebaum Cancer Center. In 1999 she received the 2nd Annual "Women in
Cancer Research" award from the American Association of Cancer Research. She is on the Editorial Boards of a number of journals,
including Molecular Cancer Therapeutics, Molecular and Cellular Biology, Molecular Cancer Research and the Journal of Biological
Chemistry. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, Regen has issued to Dr.
Gudas 100,000 shares of Regen’s Series A Preferred Stock.
Rohit
Duggal, PhD,
Dr.
Dugal has 17 years of professional experience in the drug discovery field having worked at Pfizer as a leader of the cancer stem
cell group. Dr. Duggal has experience in translating small molecules into clinical candidates, including development of Filibuvir,
for which he was granted thePfizer Achievement Award. At Genelux Corp he established cancer stem cell program which aimed at utilization
of viruses to selectively target cancer initiating cells. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Regen has issued to Dr. Dugal 100,000 shares of Regen’s Series A Preferred Stock.
Dr.
Jonathan Baell, PhD
Dr.
Baell is a professor or Medicinal Chemist at Monash University (Australia). Dr. Baell is a Larkins Fellow, Co-Director of the
Australian Translational Medicinal Chemistry Facility and an NHMRC Senior Research Fellow, at Monash Institute of Pharmaceutical
Sciences (MIPS).
Dr.
Baell has served on the Advisory Board since August 5, 2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Regen has issued to Dr. Baell 100,000 shares of Regen’s Series A Preferred Stock.
William
S. Blaner, PhD
Dr.
Blaner
Dr.
Professor of Nutritional Sciences at Columbia University where he studies the metabolism and actions of retinoids.
Dr.
Santosh Kesari, MD PhD
Dr.
Kesari is Director of the Neuro-Oncology Program, the Neurotoxicity Treatment Center, and the Translational Neuro-Oncology Laboratories
at Moores Cancer Center and serves as Professor of Neurosciences at the UCSD School of Medicine.As consideration for agreeing
to serve as a member of the Scientific Advisory Board of Regen, Regen has issued 100,000 shares of Regen’s Series A Preferred
Stock to Dr. Kesari
Louise
Purton, PhD:
Dr.
Purdon is Associate Professor at the St. Vincent's Institute of Medical Research at the University of Melbourne, Co-Head of the
Stem Cell Regulation Unit and Associate Director at the Institute.
Ralph
Nachman, M.D.
Dr.
Nachman, a hematologist, is a member of the Institute of Medicine and is a University Professor and former Chairman of Medicine
at NY Presbyterian/Weill Cornell Medical Center.
Dr.
Nachman has served on the Advisory Board since November 13, 2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Regen has issued to Dr. Nachman 100,000 shares of Regen’s Series A Preferred Stock.
Helen
Sabzevari, Ph.D.
Dr.
Sabzevari previously served as senior vice president and head of immuno-oncology, global research and early development at EMD
Serono,Inc. Dr, Sabzevari is the co-founder of Compass Therapeutics, which is an antibody discovery and development company.
Stefano
Bertuzzi, PhD, MPH
Dr.
Bertuzzi, is currently the Executive Director of the American Society for Cell Biology and has been named Executive Director and
CEO of the American Society for Microbiology, effective January 4, 2016. Before leading the American Society for Cell Biology,
Dr. Bertuzzi was a senior scientific executive at the National Institutes of Health where he served as Director of the Office
of Science Policy, Planning, and Communications, and as a science policy advisor to the NIH Director.
Dr.Bertuzzi
has served on the Advisory Board since October 14, 2015. As consideration for agreeing to serve as a member of the Scientific
Advisory Board of Regen, Regen has issued to Dr. Bertuzzi 100,000 shares of Regen’s Series A Preferred Stock.
Sources
and availability of raw materials and the names of principal suppliers
The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained
through a wide variety of sources.
Patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration
Patents:
The
following is a list of patents to which a license has been granted to Regen pursuant to the Benitec Agreement:
Title |
Inventors |
Country |
Number |
GENETIC
CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE (‘099”) |
Graham,
Rice, Waterhouse |
US |
6,573,099 |
SYNTHETIC
GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME
(Graham
Family)
|
Waterhouse,
Graham, Wang,
Rice |
US |
8,067,383
(was 10/346,853) |
|
|
US |
11/218,999 |
|
|
US |
7754697 |
|
|
US |
8048670
(was 10/759,841) |
|
|
US |
8053419
(was 10/821,726) |
|
|
US |
90/007,247 |
CONTROL
OF GENE EXPRESSION WO99/49029
|
Graham,
Rice, Waterhouse, Wang |
AU |
743316 |
|
|
AU |
2005211538 |
|
|
AU |
2005209648 |
|
|
AU |
2008249157 |
|
|
BR |
PI9908967.0 |
|
|
BR |
PI9917642.4 |
|
|
CA |
2323726 |
|
|
CN |
200510083325.1 |
|
|
CN |
200910206175 |
|
|
CZ |
295108 |
|
|
EP |
1555317
(formerly patent application no. 04015041.9) |
|
|
EP |
1624060
(formerly patent application no.05013010.3 |
|
|
EP |
07008204.5 |
|
|
EP |
10183258.2 |
|
|
UK |
GB
2353282 |
|
|
HK |
1035742 |
|
|
HG |
PO5000631 |
|
|
HG |
PO101225 |
|
|
IN |
3901/DELNP/2005 |
|
|
IN |
2000/00169/DE |
|
|
JP |
2000-537990 |
|
|
JP |
2005-223953 |
|
|
JP |
2007-302237 |
|
|
JP |
2009-161847 |
|
|
KR |
10-2010-7006892
Divisional
of 7010419/00 |
|
|
MX |
PA/a/2000/008631 |
|
|
MX |
PA/a/2005/006838
|
|
|
NZ |
506648 |
|
|
NZ |
547283 |
|
|
PL |
P-377017 |
|
|
SG |
75542 |
|
|
SG |
200205122.5 |
|
|
SG |
141233 |
|
|
SL |
287538 |
|
|
ZA |
2000/4507 |
|
|
SG |
141233 |
Patent
Name |
Inventors |
Country |
Application/
Grant No |
METHODS
AND MEANS FOR OBTAINING MODIFIED PHENOTYPES |
Waterhouse,
Wang, Graham |
AU |
29514/99
(760041) |
|
|
AU |
2007201023 |
|
|
CA |
2325344 |
|
|
CN |
ZL99805925.0
(CN1202246-C) |
|
|
EP |
99910592.7
(EP1068311) |
|
|
JP |
2000-543598 |
|
|
NZ |
507093 |
|
|
US |
09/287632 |
|
|
US |
11/364183 |
|
|
US |
11/841737
US20080104732. |
Title |
Inventors |
Country |
Number |
GENETIC
SILENCING |
Graham,
Rice, Murphy, Reed |
JP |
2001-569332 |
BR |
PI0109269-3 |
UK |
GB2377221 |
SG |
91678 |
ZA |
2002/07428 |
DOUBLE-STRANDED
NUCLEIC ACID
(LONG
HAIR PIN) |
Graham,
Rice, Roelvink, Suhy, Kolkykhalov, Harrison, Reed. |
AU |
2004243347 |
NZ |
543815 |
EP |
04735856.9 |
CA |
2527907 |
JP |
2006-508084 |
ZA |
2005/09813 |
SG |
200507474-5 |
IL |
172191 |
US |
12/914893
Continuation of 10/861191 |
RNAi
EXPRESSION CONSTRUCTS (single promoter)
|
Roelvink,
Suhy, Kolykhalov, Couto |
US |
7,803,611 |
US |
11/883645 |
CN |
200680010811.3 |
HK |
08112495.7 |
EP |
09015950.0 |
CA |
2596711 |
AU |
2006210443 |
IL |
185315 |
NZ |
560936 |
Regen
has also been assigned the following patents.
METHOD OF CANCER TREATMENT USING SIRNA SILENCING
The present invention is a method for the treatment of cancer involving
tumor derived immunosuppression in a subject. The method comprises administering to a subject one or more siRNA constructs capable
of inhibiting the expression of an immunosuppressive molecule. The invention also provides siRNA constructs and compositions.
Modulation of NR2F6 and methods and uses thereof
The application provides methods of modulating NR2F6 in a cell or animal
in need thereof by administering an effective amount of a NR2F6 modulator.
Gene silencing of the brother of the regulator of imprinted sites (BORIS)
Trademarks:
Regen
has been granted a Notice of Allowance from the United States Patent and Trademark Office on the following marks based on intent
to use:
DCELLVAX
for pharmaceutical products for the prevention and treatment of cancer
HEMAXELLERATE for biological tissue, namely, blood, stem cells, umbilical cords and placentas for scientific and medical research
use.
Royalty
Agreements:
Other
than obligations to make royalty payments pursuant to the Benitec Agreement and Christine Ichim Consulting Agreement
neither Bio Matrix Scientific Group, Inc. or Regen is party to any agreements which would require the Bio Matrix Scientific Group,
Inc. or Regen to pay a royalty or license fee.
Other
than pursuant to that agreement by and between Regen and Zander Therapeutics, Inc. neither Bio Matrix Scientific Group, Inc. or
Regen is party to any binding agreement which would require payments of any royalties or license fees to the either Bio Matrix
Scientific Group, Inc. or Regen .
Need
for any government approval of principal products or services, effect of existing or probable governmental regulations on the
business.
The
US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as
drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the
interaction of the product on the human body. In the United States, products that are intended to be introduced into the body
will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be
regulated as biologics.
Our
domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals,
an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing.
Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to
demonstrate optimal use, safety, and efficacy of each product in humans.
Phase
I
Phase
1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug.
These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who
receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging,
also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses
usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However,
there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment
options.
Phase
II
Phase
II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger
group of volunteers and patients. Phase II trials are performed on larger groups.
Phase
III
Phase
III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard
treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of
(i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for
which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.
On
occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance)
and ongoing technical support of a drug after it receives permission to be sold.The safety surveillance is designed to detect
any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the
Phase I-III clinical trials.
All
phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in
humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”).
The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution.
The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development
initially required to create the product. No action can be taken to market any therapeutic product in the United States until
an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved
by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.
Even
after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain
approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use
of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing
approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible uses.
The
FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be
produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of
advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy
of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA
or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and
dosage information for that product.
Sales
of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country
to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries
must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval
may be longer or shorter than that required for FDA approval.
Regen
has filed an Investigational New Drug (IND) application with the FDA to initiate clinical trials assessing the company’s
HemaXellerate I drug currently in development in patients with drug-refractory aplastic anemia. Regen has also filed an IND to
initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy
for treating breast cancer. The clinical trials for which the INDs were submitted may not commence until approval to commence
such trials has been granted to Regen by the FDA. On December 10, 2015 Regen was informed by the United States Food and Drug Administration
that Regen has satisfactorily addressed all clinical hold issues related to Regen’s Investigational New Drug Application
for HemaXellerate and may initiate a Phase I clinical trial assessing HemaXellerate I in patients with drug-refractory aplastic
anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous
stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the primary
endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial
response or relapse.
Amount
spent during the last fiscal year on research and development activities
During
the fiscal year ended September 30, 2015 we expended $282,295 on research and development activities.
Costs
and effects of compliance with environmental laws (federal, state and local)
We
have not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to
incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.
Number
of total employees and number of full-time employees
As
of December 29, 2014, the Company and Regen collectively have 4 employees of which 4 are full time.
Item
2. Properties
On
October 1, 2014 Regen entered into an agreement to sublease approximately 2,320 square feet of office space from Entest
Biomedical, Inc. Entest Biomedical Inc. is under common control with Bio Matrix Scientific Group, Inc. as our Chairman and CEO
also serves as the Chairman and CEO of Entest Biomedical, Inc. The sublease was on a month to month basis and rent payable to
Entest Biomedical Inc by Regen was equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such
time specified in accordance with the original lease agreement between Entest Biomedical Inc and the lessor. On January 20, 2015
the sublease was amended retroactive to January 1, 2015 as follows:
The
rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000) and is to be paid
in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”)
and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by
Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable
to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.
This
property is utilized as office space. The property is utilized as office space. We believe that the foregoing properties are adequate
to meet our current needs for office space.
Item
3. Legal Proceedings
As
of December 29, 2015, 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.
On
April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against
the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities
fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the
issuance of. The Plaintiff is also request declaratory relief from the Court.
The
action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction
of $17,000 of convertible indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice
sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate
in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit
of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust
Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares
to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from
DTC’s book-entry account on the records of the issuer maintained by the transfer agent.
The
Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice
itself.
The
convertible indebtedness held by the Plaintiff was convertible at Holder’s demand into the common shares of the Company’s
stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s
common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid
Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited
into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares
( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such
that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares
to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation
on conversion equal to 9.99% of the Company’s outstanding common stock.
On
February 2, 2015 Plaintiff and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally
resolve the aforementioned legal action pursuant to the following terms and conditions:
|
(a) |
Within
seven business days of the Company’s transfer agent’s receipt of an appropriate opinion of counsel, the Company
shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC,
103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute
full and complete satisfaction of $17,000 due to Starcity by the Company. |
|
(b) |
The
Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (“Note”)
due and payable April 1, 2016. |
The
Holder of this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid
to the Company to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to
the greater of
|
(i) |
fifty
five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5)
trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or |
Other
than as provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than
9.99% of the Company's outstanding common stock. Section 5(p) of the Note states that:
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
In
the event that Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Company’s
obligations under this Note shall be terminated, cancelled and relinquished.
On
October 2, 2015 the Company issued 382,657,778 of its Common Shares in satisfaction of $63,138 of convertible indebtedness.
On
December 15, 2015 the Company issued 273,476,806 of its Common Shares in satisfaction of $30,082 of convertible indebtedness.
Item
4. Submission of Matters to a Vote of Security Holders
No
matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through
the solicitation of proxies or otherwise.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The
Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny
stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt
from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company
is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.
Our
common stock is currently traded on the OTC Market under the symbol "BMSN". Prior to January 2011 the primary
market for the Company’s common shares was the OTCBB. Prior to September 5, 2006 our Common Stock traded under the symbol
"THII". Below is the range of high and low bid information for our common equity for each quarter within the last two
fiscal years as reported by Commodity Systems Inc. These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.
October
1, 2014 to September 30, 2015 |
High |
Low |
First
Quarter |
.0024 |
.0003 |
Second
Quarter |
.0144 |
.0011 |
Third
Quarter |
.0008 |
.0004 |
Fourth
Quarter |
.0005 |
.0003 |
October
1, 2013 to September 30, 2014 |
High |
Low |
First
Quarter |
.0018 |
.0006 |
Second
Quarter |
.0011 |
.0004 |
Third
Quarter |
.0080 |
.0022 |
Fourth
Quarter |
.0037 |
.0014 |
The
stockholders' equity section of the Company contains the following classes of capital stock as of December 29 , 2015:
Preferred
stock, $0.0001 par value; 20,000,000 shares authorized:
2,063,821 Preferred
Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
94,852
Series AA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times ten thousand (10,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
40,000
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times one hundred thousand (100,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
725,409
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Common
stock, $ 0.0001 par value; 8,000,000,000 shares authorized: 4,889,075,005 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).
Holders
As
of September 30,2015 there were approximately 456 holders of our Common Stock.
As
of December 29, 2015 there were approximately 455 holders of our Common Stock.
Dividends
No
cash dividends were paid during the fiscal year ending September 30, 2014. We do not expect to declare cash dividends in the immediate
future.
Recent
Sales of Unregistered Securities
Bio
Matrix Scientific Group, Inc.
Common
Shares:
On
October 1, 2014 the Company Issued 100,000,000 Common Shares ( Shares) in satisfaction of $ 37,500 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
October 9, 2014 the Company Issued 100,000,000 Common Shares (Shares) in satisfaction of $35,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
October 31, 2014 the Company Issued 200,000,000 Common Shares (“Shares”) in satisfaction of $20,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
December 9, 2014 the Company Issued 100,000,000 Common Shares (“Shares”)in satisfaction of $10,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
December 29, 2014 the Company Issued 150,000,000 Common Shares (“Shares”) in satisfaction of $15,000 of indebtedness
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
February 10, 2015 the company issued 103, 030,303 Common Shares (“Shares”) in satisfaction of $17,000 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
February 27, 2015 the company issued 200,000,000 Common Shares (“Shares”) in satisfaction of $20,000 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
April 13, 2015 the Company issued 50,000 Common Shares ( “Shares’) in consideration of $5,000 of principal indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares
On
April 13, 2015 the company issued 200,000,000 Common Shares (“Shares”) in satisfaction of $20,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
October 2, 2015 the company issued 382,657,778 of its Common Shares (“Shares”) in satisfaction of $63,138 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
December 15, 2015 the Company issued 273,476,806 of its Common Shares (“Shares”) in satisfaction of $30,082 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
Convertible
Notes:
On
February 2, 2015 the Company issued to Star City Capital, LLC a non interest bearing Convertible Note in the face amount of $300,000
(“Note”) due and payable April 1, 2016.
The
Holder of this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid
to the Company to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to
the greater of
|
(iii) |
fifty
five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5)
trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or |
Other
than as provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than
9.99% of the Company's outstanding common stock. Section 5(p) of the Note states that:
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
In
the event that Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Company’s
obligations under this Note shall be terminated, cancelled and relinquished. Consideration of $52,500 was paid for the Note. The
proceeds of the Note were utilized for general corporate purposes.
Regen
Biopharma, Inc.
Common
Shares
On
October 30, 2014 Regen issued 136,000 common shares (“Shares”) to a member of Regen’s Scientific Advisory Board
as consideration for services
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
February 13, 2015 Regen issued 9,000,000 of its Common Shares (“Shares”) to David R. Koos, Regen’s Chairman
and Chief Executive Officer, as a Restricted stock Award.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
February 13, 2015 Regen issued 7,500,000 of its Common Shares (“Shares”) to Todd Caven, Regen’s Chief Financial
Officer, as a Restricted stock Award.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
February 13, 2015 Regen issued 6,000,000 of its Common Shares (“Shares”) to Thomas Ichim, Regen’s Chief Scientific
Officer and a member of the Board of Directors, as a Restricted stock Award.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 6 , 2015 19,932,520 Common Shares (“Shares”) were issued in satisfaction of $557,686 of convertible indebtedness
and $890 of accrued interest on Convertible Notes.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 6, 2015 Regen issued 500,000 of its Common Shares (“Shares”) with a fair value of $140,000 as consideration
for consulting services rendered.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 6, 2015 Regen issued 227,632 of its Common Shares (“Shares”) with a fair value of $ 63,737 to Regen’s
Chief Financial Officer as consideration for consulting services rendered prior to his employment with Regen.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
Between
March 9, 2015 and March 26, 2015 11,606,742 Common Shares (“Shares”) were issued in satisfaction of $325,000 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
April 14, 2015 Regen issued 1,428, 571 of its common shares (“Shares”) in satisfaction of $40,000 of convertible indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
May 12, 2015 Regen issued 500,000 of its common shares (“Shares”) in satisfaction of $15,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
May 18, 2015 Regen issued 500,000 of its common shares (“Shares”) in satisfaction of $15,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares.
On
May 19, 2015 Regen issued 1,785,714 of its common shares (“Shares”) in satisfaction of $50,000 of convertible indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
July 1, 2015 Regen issued 206,121 common shares ( “Shares”) to a consultant for services.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
August 17, 2015 Regen issued 149,954 common shares (“Shares”) to Benitec Australia Limited pursuant to Regen’s
License Agreement with Benitec Australia Limited.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
September 18, 2015 Regen issued 666,666 common shares (“Shares”) to an individual investor for consideration of $33,333,
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. Cash proceeds received from the investor will be utilized by Regen for general corporate purposes
On
October 28, 2015 Regen issued 3,333,334 of its common shares (“Shares”) for cash consideration of $166,666.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate
On
November 20, 2015 Regen issued 2,200,000 of its common shares (“Shares”) for cash consideration of $55,000.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate purposes
On
December 29,2014 Regen issued 4,000,000 of its common shares ( Shares”) for cash consideration of $100,000
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate purposes
Series
A Preferred Stock
On
March 17, 2015 Regen issued 26,181,719 shares of its Series A Preferred Stock (“Shares”) in accordance with the terms
and conditions of convertible notes issued.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 17, 2015 Regen issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to David R. Koos, Regen’s
Chairman and Chief Executive Officer, as a Restricted Stock Award
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 17, 2015 Regen issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to Todd Caven, Regen’s
Chief Financial Officer, as a Restricted Stock Award
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 17, 2015 Regen issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to Thomas Ichim, Regen’s
Chief Scientific Officer, as a Restricted Stock Award
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 17, 2015 Regen issued 1,000,000 shares of its Series A Preferred Stock (“Shares”) to Thomas Ichim, Regen’s
Chief Scientific Officer, as partial consideration for the sale to Regen by Ichim of all right, title, and interest in and to
the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother of the Regulator of
Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark Office on September
11, 2011.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 17, 2015 Regen issued 2,500,000 shares of its Series A Preferred Stock (“Shares”) to an employee as a Restricted
Stock Award.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
March 17, 2015 Regen issued 4,200,000 shares of its Series A Preferred Stock (“Shares”) to consultants for services.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
April 14, 2015 Regen issued 1,428,571 shares of its Series A Preferred Stock (“Shares”) in accordance with the terms
and conditions of a convertible note.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
May 19, 2015 Regen issued 200,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for services
rendered by nonemployees.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
May 19, 2015 Regen issued 1,785,714 of its shares of Series A Preferred Stock (“Shares”) in accordance with the terms
and conditions of a $50,000 face value convertible note issued by Regen.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
August 19, 2015 Regen issued 100,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
September 18, 2015 Regen issued 333,333 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $16,667.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate purposes.
On
October 28, 2015 Regen issued 1,666,667 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $83,333.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate purposes.
On
October 28, 2015 Regen issued 11,000,000 of its shares of Series A Preferred Stock (“Shares”) to Dr. Harry Lander,
Regen’s President, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander
and Regen dated October 9, 2015.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
November 20, 2015 Regen issued 400,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
November 20, 2015 Regen issued 2,200,000 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $55,000.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate purposes.
On
December 29, 2015 Regen issued 4,000,000 of its Series A Preferred Stock ( Shares”) for cash consideration of $100,000
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares. The proceeds were utilized for general corporate purposes
Series
AA Preferred Stock
On
February 13, 2015 Regen issued 10,000 shares of its Series AA Preferred Stock (“Shares”) to Bio Matrix Scientific
Group, Inc. (“BMSN”) in satisfaction of $2,000 of indebtedness owed by Regen to BMSN.
On
March 23, 2015 Regen issued 20,000 shares of its Series AA Preferred Stock (“Shares”) to Bio Matrix Scientific Group,
Inc. (“BMSN”) in satisfaction of $4,000 of indebtedness owed by Regen to BMSN.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
CONVERTIBLE
NOTES:
During
the quarter ended March 31, 2015 Regen issued Convertible Notes ( “Notes”) with an aggregate face value of $882,686
. Consideration for these Notes consisted of:
(b) | | Satisfaction
of $107,686 of existing indebtedness: |
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears
simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price
(as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter Bulletin
Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing
bid price of such security on the principal securities exchange or trading market where such security is listed or traded or,
if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of
any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If
the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be
the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on which the
Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on
which the Common Shares are then being traded. “Trading Volume” shall mean the number of shares traded on such Trading
Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends,
rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating
to the Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading
Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of Regen for each share of Common Stock received through conversion.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of Regen’s Series A Preferred shares were issued
to Noteholders pursuant to the terms and conditions of the Notes
The
Notes were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The Notes were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Notes. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Notes. A legend was placed on the Notes stating that the Notes have not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the Notes.
Cash
proceeds received from all the aforementioned Notes will be utilized by Regen for general corporate purposes.
On
April 6, 2015 Regen issued a $40,000 face value Convertible Promissory Note ( “Note”) to joint individual investors
(“Lender”) for consideration of $40,000. The Note becomes due and payable at the demand of the Lender at any time
after March 6, 2016 and bears simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent the lower of (1) a 65% discount to the lowest
Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on
the latest complete Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting
Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security,
the closing bid price of such security on the principal securities exchange or trading market where such security is listed or
traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid
prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau,
Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price
shall be the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on
which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities
market on which the Common Shares are then being traded. “Trading Volume” shall mean the number of shares traded on
such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock
dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events
by Regen relating to the Lender’s securities.
Or
(2)
$0.03 per share
Principal
and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of Regen for each share of Common Stock received through conversion.
The
Note was issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other
consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection
with this Offer and Sale of the Note. A legend was placed on the Note stating that the Note has not been registered under the
Act and setting forth or referring to the restrictions on transferability and sale of the Note. Cash proceeds received from the
Note will be utilized by Regen for general corporate purposes. On April 14, 2015 1,428,571 Common Shares of Regen were issued
in satisfaction of the abovementioned convertible note. On April 14, 2015 Regen issued 1,428,571 shares of its Series A Preferred
Stock in accordance with the terms and conditions of abovementioned convertible note.
On
May 18, 2015 Regen issued a $50,000 face value Convertible Promissory Note ( “Note”) to an individual investor (“Lender”)
for consideration of $50,000. The Note becomes due and payable at the demand of the Lender at any time after May 7, 2016 and bears
simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent the lower of (1) a 65% discount to the lowest
Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on
the latest complete Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting
Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security,
the closing bid price of such security on the principal securities exchange or trading market where such security is listed or
traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid
prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau,
Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price
shall be the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on
which the Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities
market on which the Common Shares are then being traded. “Trading Volume” shall mean the number of shares traded on
such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock
dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events
by Regen relating to the Lender’s securities.
Or
(2)
$0.03 per share
Principal
and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of Regen for each share of Common Stock received through conversion.
The
Note was issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The Note was sold directly through our management. No commission or other
consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection
with this Offer and Sale of the Note. A legend was placed on the Note stating that the Note has not been registered under the
Act and setting forth or referring to the restrictions on transferability and sale of the Note. Cash proceeds received from the
Note will be utilized by Regen for general corporate purposes. On May 19, 2015 1,785,714 Common Shares of Regen were issued in
satisfaction of the abovementioned convertible note. On May 19, 2015 Regen issued 1,785,714 shares of its Series A Preferred Stock
in accordance with the terms and conditions of abovementioned convertible note.
Item
6. Selected Financial Data
As
we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information
required by this Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As
of September 30, 2015 we had Cash on Hand of $76,355 and as of September 30, 2014 we had Cash on Hand of $ 502.
The
increase in Cash on Hand of approximately 15110% is primarily attributable to:
Payment
by Starcity Capital LLC of $52,500 as consideration for that $300,000 convertible promissory note issued to Starcity Capital LLC
during the three months ended March 31, 2015
$18,521
lent to Bio Matrix Scientific Group, Inc. by David Koos, the Company’s Chairman and Chief Executive Officer during the nine
months ended June 30, 2015
$25,650
lent to Regen Biopharma, Inc. by David Koos, the Company’s Chairman and Chief Executive Officer during the nine months ended
June 30, 2015.
$54,000
lent to the Company by Noteholders during the twelve months ended September 30, 2015
$283,000
lent to Regen Biopharma, Inc. by Noteholders during the twelve months ended September 30, 2015.
$70,000
received by the Company as a result of sale by Bio Matrix Scientific Group, Inc of Bio Matrix Scientific Group, Inc.’s owned
common stock of Regen Biopharma, Inc. during the six months ended March 31, 2015.
$775,000
paid to Regen Biopharma, Inc. as a result of issuance of convertible notes during the six months ended March 31, 2015
$90,000
paid to Regen Biopharma, Inc as a result of issuance of convertible notes during the three months ended June 30, 2015
$50,000
paid to Regen Biopharma, Inc. in consideration of sale of equity securities during the quarter ended September 30, 2015
Offset
By:
$66,300
of principal indebtedness repaid to the Company’s Chairman and Chief Executive Officer by Bio Matrix Scientific Group, Inc.
during the twelve months ended September 30, 2015.
$500
of principal indebtedness repaid to third party Noteholders during the twelve months ended September 30, 2015.
Expenses
incurred by the Company in the operation of its business and payment of its obligations during the twelve months ended September
30, 2015.
Rental
payments paid to Entest Biomedical, Inc. by Regen during the twelve months ended September 30, 2015.
$1,629
loaned to Entest Biomedical, Inc. by the Company during the twelve months ended September 30, 2015.
Expenses
incurred by Regen in the operation of its business during the twelve months ended September 30, 2015.
As
of September 30, 2015 we had Prepaid Expenses of $25,000 and as of September 30, 2014 we had Prepaid Expenses of $15,000.
The
increase in Prepaid Expenses of approximately 67% is attributable to $10,000 of salary prepaid by Regen to Thomas Ichim, Regen’s
then Chief Scientific Officer.
As
of September 30, 2015, we had Notes Receivable of $ 12,051 and as of September 30, 2014 we had Notes Receivable of $10,422.
The
increase in Notes Receivable of approximately 16 % is attributable to overpayment of $1,629 of rental charges to Entest Biomedical,
Inc. by Regen Biopharma, Inc. which the parties have agreed shall be due and payable to Regen Biopharma, Inc by Entest Biomedical,
Inc and which shall bear simple interest at 10% per annum.
As
of September 30, 2015 we had Accrued Interest Receivable of $1,381 and as of September 30, 2014 we had Accrued Interest Receivable
of $233.
The
increase in of Accrued Interest Receivable of approximately 492% is attributable to interest accrued but unpaid during the twelve
months ended September 30 , 2015 resulting from amounts due to Regen Biopharma, Inc. by Entest Bio-Medical, Inc.
As
of September 30, 2015 we had Securities Available for Sale of $159,720 and as of September 30, 2014 we had Securities Available
for Sale of $3,000.
The
increase in Securities Available for Sale of 5,224% is primarily attributable to 8,000,000 of the common shares of Entest Biomedical,
Inc. issued on behalf of Zander Therapeutics, Inc. (“Zander”) in satisfaction of one hundred thousand US dollars ($100,000)
to be paid to Regen by Zander as a license initiation fee pursuant to an agreement by and between Zander and the Company.
As
of September 30, 2015 we had Bank Overdraft of $0 and as of September 30, 2014 we had Bank Overdraft of $6,137.
The
decrease in Bank Overdraft of 100% is attributable to loans made to Regen Biopharma, Inc. during the quarter ended December 31,
2014.
As
of September 30, 2015 we had Accounts Payable of $167,977 and as of September 30, 2014 we had Accounts Payable of 158,492.
The
increase in Accounts Payable of approximately 6% is primarily attributable to increases in outstanding obligations of the Company
and Regen incurred in the course of business.
As
of September 30, 2015 we had Notes Payable of $400,336 and as of September 30, 2014 we had Notes Payable of $379,233.
The
increase in Notes Payable of approximately 6% is primarily attributable to:
$18,521
lent to Bio Matrix Scientific Group, Inc. by David Koos, the Company’s Chairman and Chief Executive Officer during the nine
months ended June 30, 2015
$25,650
lent to Regen Biopharma, Inc. by David Koos, the Company’s Chairman and Chief Executive Officer during the nine months ended
June 30, 2015.
$54,000
lent to the Company by Noteholders during the twelve months ended September 30, 2015
$283,000
lent to Regen Biopharma, Inc. by Noteholders during the twelve months ended September 30, 2015.
Offset
by:
$105,768
of principal indebtedness of Regen Biopharma, Inc. satisfied through the issuance of convertible notes by Regen Biopharma, Inc
to the creditors during the three months ended March 31, 2015.
$66,300
of principal indebtedness repaid to the Company’s Chairman and Chief Executive Officer by Bio Matrix Scientific Group, Inc.
during the twelve months ended September 30, 2015.
$500
of principal indebtedness repaid to third party Noteholders during the twelve months ended September 30, 2015.
The
satisfaction of $157,500 of principal indebtedness owed by the Company through the issuance of the Company’s equity
securities.
The
satisfaction of $30,000 of principal indebtedness owed by Regen through the issuance of Regen’s equity securities.
As
of September 30, 2015 we had Convertible Notes Payable Net of Unamortized Discount of $231,507 and as of September 30, 2014 we
had Convertible Notes Payable Net of Unamortized Discount of $97,701.
The
increase in Convertible Notes Payable Net of Unamortized Discount of approximately 137% is attributable to:
The
issuance by Bio Matrix Scientific Group, Inc of a $300,000 convertible note during the quarter ended March 31, 2015 on which the
unamortized discount as of September 30, 2015 is 149,194.
Offset
by:
The
issuance by Bio Matrix Scientific Group, Inc during the quarter ended March 31, 2015 of 103,030,303 of its common shares in satisfaction
of $17,000 of convertible indebtedness.
As
of September 30, 2015 we had Accrued Payroll of $738,095 and as of September 30, 2014 we had Accrued Payroll of $587,094.
The
increase in Accrued Payroll of approximately 26% is primarily attributable to:
The
addition of $35,000 of salaries accrued but unpaid due to David Koos, the Company’s Chief Executive Officer, during the
three months ended December 31, 2014
The
addition of $50,000 of salaries accrued but unpaid due to David Koos, the Company’s Chief Executive Officer, during the
three months ended March 31, 2015
The
addition of $15,000 of salaries accrued but unpaid due to David Koos, the Company’s Chief Executive Officer, during the
three months ended June 30, 2015
$6,750
of salary accrued during the quarter ended March 31, 2015 but not yet paid due to the Chief Financial Officer of Regen Biopharma,
Inc. and $751 of salary accrued during the quarter ended March 31, 2015 but not yet paid due to an employee of Regen Biopharma,
Inc.
The
addition of $45,000 of salaries accrued but unpaid due to David Koos, the Company’s Chief Executive Officer, during the
three months ended September 30, 2015
$13,500
of salary accrued during the quarter ended September 30, 2015 but not yet paid due to the Chief Financial Officer of Regen Biopharma,
Inc.
Offset
By:
The
payment of $15,000 of salary previously accrued to Thomas Ichim, the Chief Scientific Officer of Regen Biopharma, Inc., during
the three months ended December 31, 2014.
As
of September 30, 2015 we had Accrued Interest of $324,750 and as of September 30, 2014 we had Accrued Interest of $271,495.
This
increase of approximately 20% is primarily attributable to interest on Notes payable and Convertible Notes payable accrued but
unpaid over the year ended September 30, 2015.
As
of September 30, 2015 we had Accrued Payroll Tax of $44,485 and as of September 30, 2014 we had Accrued Payroll Tax of $51,117.
This
decrease of approximately 13% is primarily attributable to payment by the Company and Regen of employer tax obligations
incurred but unpaid.
As
of September 30, 2015 we had Accrued Rent of $10,000 and as of September 30, 2014 we had Accrued Rent of $0.
The
increase in Accrued Rent is attributable to rental expense incurred by Regen but not paid for the months of August 2015 and September
2015.
Material
Changes in Results of Operations
Revenues
from continuing operations were $192,000 for the fiscal year ended September 30, 2015 and $0 for the fiscal year ended September
30, 2014 . Net losses were$12,756,958 for the fiscal year ended September 30, 2015 and $2,080,958 for the same year ended 2014.
The
increase in Net Loss of approximately 513% is primarily attributable to :
the
recognition of $10,133, 872 of expenses recognized during the year ended September 30, 2015 resulting from the issuance for less
than fair value of securities in satisfactions of debt as opposed to the recognition of $1,112,230 of expenses recognized during
the year ended September 30, 2014 resulting from the issuance for less than fair value of securities in satisfactions of debt.
the
recognition of $58,000 of Rental Expenses incurred during the year ended September 30, 2015.
the
recognition of $150,806 of interest expense attributable to amortization of discount of beneficial conversion feature recognized
on convertible notes issued during the year ended September 30, 2015.
recognition
of $247,500 of expense recognized in connection with the issuance of a $300,000 convertible note pursuant to a legal settlement
during the three months ended March 31, 2015.
increases
in Research and Development Related expenses, General and Administrative Expenses, and Interest Expense
Offset
by :
the
recognition of Revenue in the amount of $192,000 and Interest Income in the amount of $1,148.
As
of September 30, 2015 we had $76,355 cash on hand and current liabilities of $1,923,150 such liabilities consisting of Accounts
Payable, Notes Payable, Convertible Notes Payable Net of Unamortized Discount and Accrued Expenses. We feel we will not be able
to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.
The
Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities
for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise.
There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no
assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts.
As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34)
grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for
Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of
the National Institute of Health as grants for which the Company intends to apply.
We
cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not
received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain
the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to
assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that
may be reasonable in light of our current circumstances. During the nine months ended June 30, 2015 Regen raised $865,000 through
the issuance of convertible debt. All principal convertible debt issued by Regen has been converted into equity as of June 30,
2015. During the three months ended September 30, 2015 Regen raised $50,000 through the issuance of equity securities.
As
of December 29, 2015 we are not party to any binding agreements which would commit Regen to any material capital expenditures.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
As
we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required
by this Item.
Item
8. Financial Statements and Supplementary Data
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Bio-Matrix
Scientific Group, Inc.
We
have audited the accompanying balance sheets of Bio-Matrix Scientific Group, Inc as of September 30, 2015 and 2014, and the related
statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years
in the two-year period ended September 30, 2015. Bio-Matrix Scientific Group, Inc’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bio-Matrix
Scientific Group, Inc as of September 30, 2015 and 2014, and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the financial statements, the Company has minimal revenues, has negative working capital at September 30, 2015, has
incurred recurring losses and recurring negative cash flow from operating activities which raises substantial doubt about its
ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/
Seale and Beers, CPAs
Seale
and Beers, CPAs
Las
Vegas, Nevada
January
4, 2016
BIOMATRIX SCIENTIFIC GROUP, INC. | |
| |
|
CONSOLIDATED BALANCE SHEET | |
| |
|
| |
| |
|
| |
As
of September 30, 2015 | |
As
of September 30, 2014 |
| |
| |
|
| |
| |
|
ASSETS | |
| |
|
CURRENT ASSETS | |
| | | |
| | |
Cash | |
| 76,355 | | |
| 502 | |
Prepaid
Expenses | |
| 25,000 | | |
| 15,000 | |
Note
Receivable | |
| 12,051 | | |
| 10,422 | |
Interest
Receivable | |
| 1,381 | | |
| 233 | |
Total
Current Assets | |
| 114,787 | | |
| 26,157 | |
| |
| | | |
| | |
| |
| | | |
| | |
OTHER ASSETS | |
| | | |
| | |
Deposits | |
| 4,200 | | |
| 4,200 | |
Available
for Sale Securities | |
| 159,720 | | |
| 3,000 | |
Total
Other Assets | |
| 163,920 | | |
| 7,200 | |
| |
| | | |
| | |
TOTAL ASSETS | |
| 278,707 | | |
| 33,357 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts
Payable | |
| 167,977 | | |
| 158,492 | |
Notes
Payable | |
| 400,336 | | |
| 379,233 | |
Bank
Overdraft | |
| 0 | | |
| 6,137 | |
Accrued
Payroll | |
| 738,095 | | |
| 587,094 | |
Accrued
Payroll Taxes | |
| 44,485 | | |
| 51,117 | |
Accrued
Interest | |
| 324,750 | | |
| 271,495 | |
Accrued
Rent | |
| 10,000 | | |
| | |
Accrued
Expenses | |
| 5,000 | | |
| 5,000 | |
Convertible
Note Payable Net of Unamortized Discount | |
| 231,507 | | |
| 97,701 | |
Due
to Affiliate | |
| 0 | | |
| 0 | |
Due
to Subsidiary Shareholder | |
| 0 | | |
| | |
Current
portion, note payable to affiliated party | |
| 1,000 | | |
| 1,000 | |
Total
Current Liabilities | |
| 1,923,150 | | |
| 1,557,269 | |
| |
| | | |
| | |
Total
Liabilities | |
| | | |
| 1,557,269 | |
| |
| | | |
| | |
STOCKHOLDERS' EQUITY
(DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
Preferred
Stock ($.0001 par value) 20,000,000 shares authorized; | |
| | | |
| | |
20,000,000
shares authorized; 2063821 issues and outstanding as of | |
| | | |
| | |
September
30 2015 and September 30, 2014 | |
| 207 | | |
| 207 | |
Series
AA Preferred ($0.0001 par value) 100,000 shares autorized | |
| | | |
| | |
94,852
issued and outstanding as of September 30, 2015 and | |
| | | |
| | |
September
30, 2014 | |
| 9 | | |
| 9 | |
Series
AAA Preferred ($0.0001 par value) 1,000,000 shares authorized | |
| | | |
| | |
40,000
shares issued and aiutstanding as of September 30, 2015 and September 30, 2014 | |
| 4 | | |
| 4 | |
Series
B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; | |
| | | |
| | |
725,409
issued and outstanding as of September 30, 2014 and | |
| | | |
| | |
September 30,2015
respectively | |
| 73 | | |
| 73 | |
Common
Stock ($.0001 par value) 5,000,000,000 shares authorized; | |
| | | |
| | |
4,232,931,345 and 3,079,900,942
issued and outstanding as of | |
| | | |
| | |
September 30,
2015 and September 30 , 2014 respectively | |
| 423,292 | | |
| 307,989 | |
Non
Voting Converible Preferred Stock ($1 Par value) | |
| | | |
| | |
200,000
shares authorized; 0 shares issued and outstanding | |
| | | |
| | |
as
of September 30, 2015 and September 30, 2014 | |
| 0 | | |
| 0 | |
Additional
Paid in capital | |
| 29,004,809 | | |
| 16,510,439 | |
Contributed
Capital | |
| 509,355 | | |
| 509,355 | |
Retained
Earnings (Deficit) | |
| 9,704,398 | | |
| 22,461,356 | |
Accumulated
Other Comprehensive Income (Loss) | |
| (41,368,641 | ) | |
| (41,333,361 | ) |
Total
Stockholders' Equity (Deficit)Biomatrix Scientific Group, Inc. | |
| (1,726,494 | ) | |
| (1,543,929 | ) |
Noncontrolling
Interest in subsidiary | |
| 82,050 | | |
| 20,017 | |
Total
Stockholders' Equity | |
| (1,644,444 | ) | |
| (1,523,912 | ) |
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT) | |
| 278,707 | | |
| 33,357 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO MATRIX SCIENTIFIC GROUP,INC | |
|
CONSOLIDATED STATEMENT OF OPERATIONS | |
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
| Year
ended 9/30/2015 | | |
| Year
ended 9/30/2014 | |
| |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
REVENUES | |
| | | |
| | |
| |
| 192,000 | | |
| 0 | |
COST AND EXPENSES | |
| | | |
| | |
Research
and Development | |
| 282,295 | | |
| 23,867 | |
General
and Administrative | |
| 1,430,553 | | |
| 599,234 | |
Consulting
and Professional Fees | |
| 587,470 | | |
| 246,214 | |
Rent | |
| 58,071 | | |
| 0 | |
Total
Costs and Expenses | |
| 2,358,389 | | |
| 869,315 | |
| |
| | | |
| | |
OPERATING LOSS | |
| (2,166,389 | ) | |
| (869,315 | ) |
| |
| | | |
| | |
OTHER INCOME &
(EXPENSES) | |
| | | |
| | |
Interest
Income | |
| 1,148 | | |
| 233 | |
Interest
Expense | |
| (56,063 | ) | |
| (35,136 | ) |
Other
Income | |
| | | |
| | |
Loss on Settlement
of Debt through Equity Issuance below Fair value | |
| (942,015 | ) | |
| (1,112,230 | ) |
Loss
on Settlement of Debt through issuance of Common Shares of Regen Biopharma, Inc. below fair value | |
| (9,191,857 | ) | |
| 0 | |
Interest
Expense attributable to amortization of discount | |
| (150,806 | ) | |
| 0 | |
Expense
Related to issuance of Convertible Debt to Star City | |
| (247,500 | ) | |
| 0 | |
Preferred
Shares of Regen Biopharma, Inc. issued pursuant | |
| | | |
| | |
to
contractual obligations | |
| (3,475 | ) | |
| 0 | |
Other
Income | |
| 0 | | |
| 490 | |
Other
Expenses | |
| 0 | | |
| (65,000 | ) |
Total Other Income
& (Expense) | |
| (10,590,568 | ) | |
| (1,211,643 | ) |
| |
| | | |
| | |
NET INCOME (LOSS) | |
| (12,756,958 | ) | |
| (2,080,958 | ) |
Less: |
| |
| | | |
| |
(Net
Income) Loss attributable to noncontrolling interest Regen Biopharma, Inc. | |
| 8,977,733 | | |
| 226,234 | |
| |
| | | |
| | |
NET INCOME (LOSS) available
to common shareholders | |
| (3,779,225 | ) | |
| (1,854,724 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
BASIC AND
FULLY DILUTED | |
| | | |
| | |
EARNINGS
(LOSS) | |
$ | (0.001 | ) | |
| (0.001 | ) |
Weighted average
number of shares outstanding | |
| 2,855,088,489 | | |
| 2,865,048,153 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO MATRIX SCIENTIFIC GROUP,INC | |
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME | |
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
| Year
ended 9/30/2015 | | |
| Year
ended 9/30/2014 | |
| |
| | | |
| | |
Net Income (Loss) | |
$ | (2,080,958 | ) | |
$ | (12,756,958 | ) |
Add: | |
| | | |
| | |
Unrealized Gains on
Securities | |
| | | |
| – | |
Less: | |
| | | |
| | |
Unrealized Losses
on Securities | |
| | | |
| | |
Total Other Comprehensive Income (Loss) | |
| (4,000 | ) | |
| (35,280 | ) |
Comprehensive Income | |
$ | (2,084,958 | ) | |
$ | (12,792,238 | ) |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX SCIENTIFIC GROUP,
INC. | |
| |
|
CONSOLIDATED STATEMENT OF CASH
FLOWS | |
| |
|
| |
| |
|
| |
| |
|
| |
Year
Ended | |
Year
Ended |
| |
September
30, 2015 | |
September
30, 2014 |
| |
| |
|
CASH FLOWS FROM OPERATING
ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Net Income
(loss) | |
| (12,756,958 | ) | |
| (2,080,958 | ) |
Adjustments to reconcile
net Income to net cash | |
| | | |
| | |
(used
in) provided by operating activities: | |
| | | |
| | |
Stock
issued by licensee to subsidiary in payment of services | |
| (192,000 | ) | |
| | |
Stock
issued for services rendered by consultants | |
| | | |
| 26,180 | |
Stock
issued for interest | |
| | | |
| 3,570 | |
Stock
issued for expenses | |
| | | |
| 48,000 | |
Interest
Expense attributable to amortization of discount | |
| 150,806 | | |
| | |
| |
| | | |
| | |
Changes in operating
assets and liabilities: | |
| | | |
| | |
(Increase)
decrease in prepaid expenses | |
| (10,000 | ) | |
| | |
Increase
(Decrease) in Accounts Payable | |
| 9,484 | | |
| 19,920 | |
Increase
(Decrease) in Accrued Expenses | |
| 207,624 | | |
| 12,397 | |
Increase
(Decrease) in bank Overdraft | |
| (6,137 | ) | |
| 6,137 | |
(Increase)
Decrease in Interest Receivable | |
| (1,148 | ) | |
| (233 | ) |
Increase
(Decrease) in Due to Affiliate | |
| | | |
| (34,895 | ) |
(Increase)
Decrease in Note Recievable | |
| (1,629 | ) | |
| (10,422 | ) |
| |
| | | |
| | |
Net Cash Provided by
(Used in) Operating | |
| | | |
| | |
Activities | |
| (12,599,958 | ) | |
| (2,010,304 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING
ACTIVITIES | |
| | | |
| | |
Preferred
Stock issued for Cash | |
| | | |
| 100000 | |
Common
Stock issued for cash | |
| | | |
| | |
Common
Stock issued for Debt | |
| | | |
| | |
Common
Stock issued for Accrued Salaries | |
| | | |
| | |
Preferred
Stock issued for Accrued Salaries | |
| | | |
| | |
Common
Stock issued pursuant to Contractual | |
| | | |
| | |
Obligations | |
| | | |
| | |
Additional
paid in Capital | |
| 1,010,650 | | |
| 300,000 | |
Increase
( Decrease) in due to shareholder | |
| 0 | | |
| | |
Stock
in subsidiary sold for cash | |
| 50,000 | | |
| | |
Principal
borrowings (repayments) on notes and | |
| | | |
| | |
Convertible
Debentures | |
| 208,603 | | |
| 316,862 | |
Principal
borrowings ( repayments) on Convertible Debentures | |
| 1,272,686 | | |
| | |
(Increase)
Decrease in Deferred Financing Costs | |
| | | |
| 65000 | |
Loss
on Settlement of Debt through Equity Issuance | |
| 10,133,872 | | |
| 1,112,230 | |
| |
| | | |
| | |
Net Cash Provided by
(Used in) Financing | |
| | | |
| | |
Activities | |
| 12,675,811 | | |
| 1,894,092 | |
| |
| | | |
| | |
Net Increase (Decrease)
in Cash | |
| 75,853 | | |
| (116,212 | ) |
| |
| | | |
| | |
Cash at Beginning of Period | |
| 502 | | |
| 116,714 | |
| |
| | | |
| | |
Cash at End of Period | |
| 76,355 | | |
| 502 | |
| |
| | | |
| | |
Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
Common
Shares Issued for Debt | |
$ | 157,500 | | |
$ | 158,000 | |
Common
Shares of Regen Biopharma, inc. Issued for Debt | |
$ | 1,002,686 | | |
| | |
| |
| | | |
| | |
Cash
paid for Interest | |
$ | 0 | | |
$ | 0 | |
Cash
paid for Income tax | |
$ | 0 | | |
$ | 0 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
BIO-MATRIX
SCIENTIFIC GROUP INC. AND SUBSIDIARIES | |
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|
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|
Consolidated
Statements of Stockholders' Equity | |
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|
For
the Years Ended September 30, 2014 and 2015 | |
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|
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|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
|
| |
| |
| Series
AA Preferred
| | |
| Series
B Preferred
| | |
| Series
AAA Preferred
| | |
| Preferred | | |
| Common
| | |
|
Nonvoting
Convertible Preferred Shares
| | |
| | | |
| | | |
| |
| | | |
| | | |
| |
Total |
| |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares
| | |
| Amount
| | |
| Shares
| | |
| Amount
| | |
| Shares
| | |
| Amount | | |
| Additional
Paid-in Capital
| | |
| Retained
Earnings
| | |
Deficit
Attributable to non-controlling interest
| |
| Non-controlling
Interest
| | |
| Contributed
Capital
| | |
Accumulated
Other Comprehensive Income (Loss)
|
Balance
September 30, 2013 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 2,390,304,145 | | |
| 239,029 | | |
| 0 | | |
| 0 | | |
| 14,845,671 | | |
| 24,542,314 | | |
| |
| 5,765 | | |
| 509,355 | | |
(41,329,361) | |
(1,186,934) |
10/14/2013 | |
Common Shares issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 120,000,000.0 | | |
| 12,000.0 | | |
| | | |
| | | |
| 32,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
44,500.0 |
11/4/2013 | |
Common Shares issued
to Consultant | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000.0 | | |
| 20.0 | | |
| | | |
| | | |
| 360.0 | | |
| | | |
| |
| | | |
| | | |
| |
380.0 |
11/13/2013 | |
Common Shares issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 120,000,000.0 | | |
| 12,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
12,000.0 |
12/5/2013 | |
Common Shares issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 150,000,000.0 | | |
| 15,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
12/5/2013 | |
Common Shares issued
to vendor | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 30,000,000.0 | | |
| 3,000.0 | | |
| | | |
| | | |
| 45,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
48,000.0 |
10/14/2013 | |
Common Stock of subsidiary issued
for Cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
11/15/2013 | |
Common Stock of subsidiary
issued for Cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
12/12/2013 | |
Common Stock of subsidiary
issued for Cash at $1.00 per share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
| |
Loss recognized on
issuance of shares for less than Fair Value | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 648,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
648,500.0 |
| |
Net Loss October 1 2013 to December 31 2013 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (920,888.0 | ) | |
| |
| | | |
| | | |
| |
(920,888.0) |
| |
Accumulated Other Comprehensive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(4,000.0) | |
(4,000.0) |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (6,597.0 | ) | |
| | | |
| |
| 6,597.0 | | |
| | | |
| |
0.0 |
Balance
December 31, 2013 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 2,810,504,145.0 | | |
| 281,049.5 | | |
| 0.0 | | |
| 0.0 | | |
| 15,865,434.0 | | |
| 23,621,426.0 | | |
| |
| 12,362.0 | | |
| | | |
(41,333,361.0) | |
(1,043,441.7) |
1/23/2014 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 140,000,000.0 | | |
| 14,000.0 | | |
| | | |
| | | |
| 70.0 | | |
| | | |
| |
| | | |
| | | |
| |
14,070.0 |
1/28/2014 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 500,000.0 | | |
| 50.0 | | |
| | | |
| | | |
| 950.0 | | |
| | | |
| |
| | | |
| | | |
| |
1,000.0 |
| |
Loss recognized on
issuance of shares for less than Fair Value | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 336,230.0 | | |
| | | |
| |
| | | |
| | | |
| |
336,230.0 |
| |
Net Loss January 1 2014 to March 31
2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (529,555.0 | ) | |
| |
| | | |
| | | |
| |
(529,555.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
8,000.0 | |
8,000.0 |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (82,664.0 | ) | |
| | | |
| |
| 82,664.0 | | |
| | | |
| |
0.0 |
Balance
March 31, 2014 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,951,004,145.0 | | |
| 295,099.5 | | |
| 0.0 | | |
| 0.0 | | |
| 16,120,020.0 | | |
| 23,091,871.0 | | |
| |
| 95,026.0 | | |
| | | |
(41,325,361.0) | |
(1,213,696.7) |
| |
Net Loss January 1 2014 to March 31
2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (246,447.0 | ) | |
| |
| | | |
| | | |
| |
(246,447.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(6,000.0) | |
(6,000.0) |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 47,466.0 | | |
| | | |
| |
| (47,466.0 | ) | |
| | | |
| |
0.0 |
Balance
June 30, 2014 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 2,951,004,145.0 | | |
| 295,099.5 | | |
| 0.0 | | |
| 0.0 | | |
| 16,167,486.0 | | |
| 22,845,424.0 | | |
| |
| 47,560.0 | | |
| | | |
(41,331,361.0) | |
(1,466,143.7) |
7/1/2014 | |
Common Shares issued
for cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 45,000,000.0 | | |
| 4,500.0 | | |
| | | |
| | | |
| 95,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
8/12/2014 | |
Common Shares issued
to consultant | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,896,797.0 | | |
| 890.0 | | |
| | | |
| | | |
| 24,910.0 | | |
| | | |
| |
| | | |
| | | |
| |
25,800.0 |
8/18/2014 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 37,500,000.0 | | |
| 3,750.0 | | |
| | | |
| | | |
| 33,750.0 | | |
| | | |
| |
| | | |
| | | |
| |
37,500.0 |
8/27/2014 | |
Common
Stock issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 37,500,000.0 | | |
| 3,750.0 | | |
| | | |
| | | |
| 33,750.0 | | |
| | | |
| |
| | | |
| | | |
| |
37,500.0 |
| |
Loss
recognized on issuance of shares for less than fair value | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 127,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
127,500.0 |
| |
Net Loss July 1 2014 to September 30 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (384,068.0 | ) | |
| |
| | | |
| | | |
| |
(384,068.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(2,000.0) | |
(2,000.0) |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 27,543.0 | | |
| | | |
| |
| (27,543.0 | ) | |
| | | |
| |
0.0 |
Balance
September 30, 2014 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 3,079,900,942.0 | | |
| 307,989.5 | | |
| 0.0 | | |
| 0.0 | | |
| 16,510,439.0 | | |
| 22,461,356.0 | | |
| |
| 20,017.0 | | |
| 509,355.0 | | |
(41,333,361.0) | |
(1,523,911.7) |
10/1/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000,000.0 | | |
| 10,000.0 | | |
| | | |
| | | |
| 27,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
37,500.0 |
10/9/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000,000.0 | | |
| 10,000.0 | | |
| | | |
| | | |
| 25,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
35,000.0 |
10/31/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000,000.0 | | |
| 20,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
12/09/2014
issuance 100m to Sherm $10,000 of debt | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000,000.0 | | |
| 10,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
10,000.0 |
12/29/2014 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 150,000,000.0 | | |
| 15,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
| |
sale of owned and issued
shares of Regen Biopharma, Inc. during quarter ended 12/31/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
50,000.0 |
10/30/2014 | |
Shares of subsidiary
issued to consultant | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 22,440.0 | | |
| | | |
| |
| | | |
| | | |
| |
22,440.0 |
| |
Net Loss October 1, 2014 to December 31, 2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (856,892.0 | ) | |
| |
| | | |
| | | |
| |
(856,892.0) |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(2,000.0) | |
(2,000.0) |
| |
Loss on issuance of
securities for less than fair value during the quarter ended 12/31/2014 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 587,500.0 | | |
| | | |
| |
| | | |
| | | |
| |
587,500.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 55,786.0 | | |
| | | |
| |
| (55,786.0 | ) | |
| | | |
| |
0.0 |
Balance
December 31, 2014 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 3,729,900,942.0 | | |
| 372,989.5 | | |
| 0.0 | | |
| 0.0 | | |
| 17,278,665.0 | | |
| 21,604,464.0 | | |
| |
| (35,769.0 | ) | |
| 509,355 | | |
(41,335,361.0) | |
(1,605,363.7) |
2/10/2015 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 103,030,303.0 | | |
| 10,303.0 | | |
| | | |
| | | |
| 6,697.0 | | |
| | | |
| |
| | | |
| | | |
| |
17,000.0 |
2/27/2015 | |
Common Shares issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000,000.0 | | |
| 20,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
| |
sale of owned and issued
shares of Regen Biopharma, Inc. during quarter ended 3/31/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 20,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
3/6/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 140,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
140,000.0 |
3/6/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 63,739.0 | | |
| | | |
| |
| | | |
| | | |
| |
63,739.0 |
3/6/1015 | |
Common Shares of subsidiary
issued for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 558,575.0 | | |
| | | |
| |
| | | |
| | | |
| |
558,575.0 |
3/9/2015 | |
Common Shares of subsidary issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 175,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
175,000.0 |
3/17/2015 | |
Common Shares of subsidary
issued for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
50,000.0 |
3/26/2015 | |
Common Shares of subsidiary issued
for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
100,000.0 |
| |
Preferred Shares of
subsidiary issued for Purchase of Patent | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100.0 | | |
| | | |
| |
| | | |
| | | |
| |
100.0 |
3/17/2015 | |
Preferred Shares of
subsidiary issued pursuant to contractual obligations | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,154.0 | | |
| | | |
| |
| | | |
| | | |
| |
3,154.0 |
3/26/2015 | |
Preferred Shares of
subsidiary issued to Consultants for Services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 420.0 | | |
| | | |
| |
| | | |
| | | |
| |
420.0 |
| |
Recognition of Beneficial
Conversion Feature, Convertible Note | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 300,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
300,000.0 |
| |
Loss due to issuance
of securities for less than fair value recognized during the quarter ended 3/31/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,393,947.0 | | |
| | | |
| |
| | | |
| | | |
| |
8,393,947.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (467,943.0 | ) | |
| | | |
| |
| 467,943.0 | | |
| | | |
| |
0.0 |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
1,000.0 | |
1,000.0 |
| |
Regen Restricted
Stock Award compensation expense recognized during Quarter ended March 31, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 132,602.0 | | |
| | | |
| |
| | | |
| | | |
| |
132,602.0 |
| |
Net Loss January 1 2015 to March 31
2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (9,344,958.0 | ) | |
| |
| | | |
| | | |
| |
(9,344,958.0) |
Balance
March 31, 2015 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 4,032,931,245.0 | | |
| 403,292.5 | | |
| 0.0 | | |
| 0.0 | | |
| 26,754,956.0 | | |
| 12,259,506.0 | | |
| |
| 432,174.0 | | |
| 509,355 | | |
(41,334,361.0) | |
(974,784.7) |
4/13/2015 | |
Common Stock issued
for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 200,000,000.0 | | |
| 20,000.0 | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| |
20,000.0 |
4/14/2015 | |
common Shares of subsidiary
issued for debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 40,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
40,000.0 |
4/14/2015 | |
Preferred Shares of
subsidiary issued pursuant to contractual obligations | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 143.0 | | |
| | | |
| |
| | | |
| | | |
| |
143.0 |
5/12/2104 | |
Common Shares of subsidiary
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 15,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
5/18/2015 | |
Common Shares of subsidiary
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 15,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
15,000.0 |
5/19/2015 | |
Preferred Shares of
subsidiary issued to Consultants for Services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 20.0 | | |
| | | |
| |
| | | |
| | | |
| |
20.0 |
5/19/2015 | |
Common Shares of subsidiary
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
50,000.0 |
5/19/2015 | |
Preferred Shares of
subsidiary issued pursuant to contractual Obligations | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 178.0 | | |
| | | |
| |
| | | |
| | | |
| |
178.0 |
| |
Loss due to issuance
of securities for less than fair value recognized during the quarter ended 6/30/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,077,425.0 | | |
| | | |
| |
| | | |
| | | |
| |
1,077,425.0 |
| |
Regen Restricted Stock
Award compensation expense recognized during Quarter ended June 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 247,588.0 | | |
| | | |
| |
| | | |
| | | |
| |
247,588.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 216,981.0 | | |
| | | |
| |
| (216,981.0 | ) | |
| | | |
| |
0.0 |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
1,000.0 | |
1,000.0 |
| |
Net Loss April 1 2015 to June 30
2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,829,173.0 | ) | |
| |
| | | |
| | | |
| |
(1,829,173.0) |
Balance
June 30, 2015 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 4,232,931,245.0 | | |
| 423,292.5 | | |
| 0.0 | | |
| 0.0 | | |
| 28,417,291.0 | | |
| 10,430,333.0 | | |
| |
| 215,193.0 | | |
| 509,355.0 | | |
(41,333,361.0) | |
(1,337,603.7) |
7/1/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 61,836.0 | | |
| | | |
| |
| | | |
| | | |
| |
61,836.0 |
8/17/2015 | |
Common Shares of subsidiary
issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 19,941.0 | | |
| | | |
| |
| | | |
| | | |
| |
19,941.0 |
8/19/2015 | |
Preferred Shares of
subsidiary issued for services | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 10.0 | | |
| | | |
| |
| | | |
| | | |
| |
10.0 |
9/18/2015 | |
Common Shares of subsidiary
issued for cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 33,333.0 | | |
| | | |
| |
| | | |
| | | |
| |
33,333.0 |
9/18/2015 | |
Preferred Shares
of subsidiary issued for cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 16,667.0 | | |
| | | |
| |
| | | |
| | | |
| |
16,667.0 |
| |
Regen Restricted Stock
Award compensation expense recognized during Quarter ended September 30, 2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 247,588.0 | | |
| | | |
| |
| | | |
| | | |
| |
247,588.0 |
| |
Loss due to issuance
of securities for less than fair value recognized during the quarter ended 9/30/2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 75,000.0 | | |
| | | |
| |
| | | |
| | | |
| |
75,000.0 |
| |
Noncontrolling interest
recognized | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 133,143.0 | | |
| | | |
| |
| (133,143.0 | ) | |
| | | |
| |
0.0 |
| |
Accumulated Other Comprehansive
Income (Loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
(35,280.0) | |
(35,280.0) |
| |
Net Loss July 1 2015 to September 30
2015 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (725,935.0 | ) | |
| |
| | | |
| | | |
| |
(725,935.0) |
Balance
September 30, 2015 | |
| |
| 94,852 | | |
| 9 | | |
| 725,409 | | |
| 73 | | |
| 40,000 | | |
| 4 | | |
| 2,063,821 | | |
| 207 | | |
| 4,232,931,245.0 | | |
| 423,292.5 | | |
| 0.0 | | |
| 0.0 | | |
| 29,004,809.0 | | |
| 9,704,398.0 | | |
| |
| 82,050.0 | | |
| 509,355 | | |
(41,368,641.0) | |
(1,644,443.7) |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
The
accompanying Notes are an integral part of these Financial Statements |
BIO-MATRIX
SCIENTIFIC GROUP, INC.
Notes
to consolidated Financial Statements
As
of September 30, 2015
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bio-Matrix
Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco
International, Inc.
From
October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business
plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation
and audio for the Internet.
On
July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital
of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares
of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As
a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company
by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer. Accordingly,
the financial statements have been prepared to give retroactive effect to August 2, 2005 (date of inception), of the reverse acquisition
completed on July 3, 2006, and represent the operations of BMSG.
Through
its controlled subsidiary, Regen BioPharma, Inc., the Company intends to engage primarily in the development of regenerative medical
applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II
clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance
the application further to Phase III clinical trials The Company holds 18.3% of the equity and 70% of the voting power of Regen
BioPharma, Inc.
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix
Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (“BMSG”), Regen BioPharma, Inc., a Nevada
corporation and controlled subsidiary (Regen) and Entest BioMedical, Inc., (“Entest”), a Nevada corporation which
was a majority owned subsidiary up to February 3, 2011. Significant inter-company transactions have been eliminated.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. All estimates
are of a normal, recurring nature and are required for the fair presentation of the financial statements. Actual results could
differ from those estimates.
D.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures
that enhance the value of property and equipment are capitalized.
F.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value
hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.
The
Company’s financial instruments as of September 30, 2015 consisted of Securities Available for Sale consisting of 8066667
shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 . The fair value of Securities
Available for sale as of September 30, 2015 were valued according to the Level 1 input. The carrying amount of the financial instruments
is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3
input.
G.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2015 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
H.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are
the same as basic earnings per share.
I.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarter ended September
30, 2015 and the year ended September 30, 2014 respectively.
NOTE
2. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE
3. OPTIONS AND WARRANTS
As
of September 30, 2015 the Company has no options or warrants outstanding.
NOTE
4. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of
a onetime non-cash gain of $41,645,688 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net
losses of $31,277,641 excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period
from August 2, 2005 (inception) through September 30, 2015. This condition raises substantial doubt about the Company's ability
to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations,
to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash.
During
the quarter ended March 31, 2015 Regen Biopharma Inc. raised $775,000 through the issuance of convertible debt.
During
the quarter ended June 30, 2015 Regen Biopharma Inc. raised $90,000 through the issuance of convertible debt.
During
the quarter ended September 30, 2015 Regen Biopharma, Inc. raised $50,000 through the issuance of 333,333 units of securities
of Regen Biopharma, Inc. (“Units”) with each Unit consisting of 2 common shares and one share of Regen Biopharma,
Inc.’s Series A Preferred Stock .
NOTE
5. INCOME TAXES
As
of September 30, 2015
Deferred
tax assets: | |
| | |
Net
operating tax carry forwards | |
$ | 10,647,527 | |
Other | |
| -0- | |
Gross
deferred tax assets | |
| 10,647,527 | |
Valuation
allowance | |
| (10,647,527 | |
| |
| | |
Net
deferred tax assets | |
$ | -0- | |
As
of September 30, 2015 the Company has a Deferred Tax Asset of 10,647,527 completely attributable to net operating
loss carry forwards of approximately $31,316,257 ( which expire 20 years from the date the loss was incurred) consisting
of
(a)
$38,616, of Net Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and
(b)
$31,277,641 attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain. In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits
the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company
has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income
tax is calculated at the 34% Federal Corporate Rate.
NOTE
6. RELATED PARTY TRANSACTIONS
As
of September 30, 2015 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the
amount of $141,286. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest
at the rate of 15% per annum.
As
of September 30, 2015 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount
of $50. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate
of 15% per annum.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest
Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company. The sublease is on a month to
month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month,
As
of September 30, 2015 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051lent by Regen to Entest Biomedical,
Inc . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
On
June 23, 2015 Regen Biopharma, Inc. entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby Regen Biopharma, Inc. granted to Zander an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen Biopharma, Inc. (“ License IP”) for non-human veterinary therapeutic
use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. one-time, non-refundable, upfront payment of one hundred thousand
US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable
payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each
subsequent anniversary.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. royalties equal to four percent (4%) of the Net Sales , as such term
is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen Biopharma, Inc. ten percent (10%) of all consideration (in the case of in-kind consideration,
at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which Regen Biopharma, Inc. receives payment pursuant to the terms and conditions of
the Agreement).
Zander
is obligated pay to Regen Biopharma, Inc. minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each
anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual
royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand
US dollars ($10,000).
The
Agreement may be terminated by Regen Biopharma, Inc.:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to Regen Biopharma, Inc. with regard
to that License IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen Biopharma, Inc. with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
On
September 28, 2015 Zander caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc
in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander as a license initiation
fee.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of Regen Biopharma, Inc..
NOTE
7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
| |
September
30, 2014 |
| |
| | |
Bio
Technology Partners Business Trust (Company) | |
| 35,000 | |
David
R. Koos ( Company)( Note 6) | |
| 189,065 | |
David
R. Koos ( Regen)( Note 6) | |
| 30,168 | |
The
Sherman family Trust | |
| 125,000 | |
Total | |
$ | 379,233 | |
| |
September
30, 2015 |
| |
| | |
Bio
Technology Partners Business Trust (Company) | |
| 14,000 | |
Bio
Technology Partners Business Trust (Regen) | |
| 84,000 | |
David
R. Koos ( Company)( Note 6) | |
| 141,286 | |
David
R. Koos ( Regen)( Note 6) | |
| 50 | |
The
Sherman family Trust | |
| 2,000 | |
Bostonia
Partners ( Company) | |
| 40,000 | |
Bostonia
Partners ( Regen) | |
| 119,000 | |
Total | |
$ | 400,336 | |
Amounts
due to the Biotechnology Partners Business Trust. are due and payable at the demand of the holder and bear simple interest
at a rate of 10% per annum. These
amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $500,000 or so much thereof
as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion and pursuant to
a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may be disbursed
to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
All
loans to the Company and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate
of 15% per annum. These amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of
$700,000 or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute
discretion and pursuant to a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much
thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
All
amounts due to the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder. These
amount was loaned pursuant to a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much
thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
$60,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of
10% per annum
$59,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of
10% per annum.
$40,000
lent to the Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum.
As
of September 30, 2015 the weighted average interest rate on all debt due and payable in one year or less was 11.7% As of September
30, 2014 the weighted average interest rate on all debt due and payable in one year or less was 9.5%
CONVERTIBLE
NOTES PAYABLE SEPTEMBER 30, 2015
| | | |
|
$ | 50,000 | | |
Scott
Levine |
$ | 10,000 | | |
Mike
and Ofie Weiner |
$ | 18,400 | | |
Mike
and Ofie Weiner |
$ | 2,301 | | |
Bio
Technology Partners Business Trust |
$ | 300,000 | | |
Star
City Capital, LLC |
$ | 380,701 | | |
Total |
$300,000
due and payable to Starcity Capital LLC (“Note”) bears no interest, is payable on April1, 2016 and permits conversion
at the Holder’s option into common shares of the Company under the following terms and conditions:
The
Holder of the Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of
the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock")
at a price ("Conversion Price") for each share of Common Stock equal to the greater of
(iii)
fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five
(5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or
(iv)
$0.0001.
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
other
than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Company’s
outstanding common stock.
The
issuance of the Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over
the life of the Note.
The
amount by which the instrument’s as converted value exceeds the principal amount as of September 30, 2015 is $245,454.
$50,000
due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at
$0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made.
$10,000
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made.
$18,400
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.
$2,301
due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common
shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has
been made.
As
of September 30, 2014 the unamortized discount on convertible notes outstanding is $0.
As
of September 30, 2015 the unamortized discount on convertible notes outstanding is $ 149,193.
CONVERTIBLE
NOTES ISSUED BY REGEN BIOPHARMA, INC.
During
the quarter ended March 31, 2015 Regen Biopharma, Inc. issued Convertible Notes ( “Notes”) with an aggregate face
value of $882,686 . Consideration for these Notes consisted of:
|
(b) |
Satisfaction
of $107,686 of existing indebtedness: |
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears
simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent to a 65% discount to the lowest Trading Price
(as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter Bulletin
Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing
bid price of such security on the principal securities exchange or trading market where such security is listed or traded or,
if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of
any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If
the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be
the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on which the
Common Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on
which the Common Shares are then being traded. “Trading Volume” shall mean the number of shares traded on such Trading
Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends,
rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating
to the Lender’s securities. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading
Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen Biopharma, Inc. by
the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of Regen Biopharma, Inc. for each share of Common Stock received through
conversion.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of Regen Biopharma, Inc.’s Series A Preferred shares
were issued to Noteholders pursuant to the terms and conditions of the Notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma,
Inc.’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in
fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying
amount on the balance sheet is adjusted by the change.
Regen
Biopharma, Inc. values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of
$2,368,685 was recognized by Regen Biopharma, Inc.. This liability was eliminated prior to the end of Regen Biopharma, Inc.’s
second quarter as a result of the full conversion of all Notes prior to the end of Regen Biopharma, Inc.’s second quarter.
During
the quarter ended June 30, 2015 the Regen Biopharma, Inc. issued Convertible Notes ( “Notes”) with an aggregate face
value of $90,000 . Consideration for these Notes consisted of $90,000.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent the lower of (1) a 65% discount to the lowest
Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on
the latest complete Trading Day prior to the conversion date. “Trading Price” means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting
Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security,
the closing bid price of such security on the principal securities
exchange
or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of
the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date
in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender.
“Trading Day” shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal
securities exchange or other securities market on which the Common Shares are then being traded. “Trading Volume”
shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be
equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary
distributions and similar events by Regen relating to the Lender’s securities.
Or
(2)
$0.03 per share
Principal
and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shall remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series “A” Stock of the Company for each share of Common Stock received through conversion.
During
the quarter ended June 30, 2015 the Regen issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible
notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible
notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma,
Inc.’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in
fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying
amount on the balance sheet is adjusted by the change.
Regen
values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized
by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability
was eliminated prior to the end of Regen’s third quarter as a result of the full conversion of these convertible noted prior
to the end of Regen’s third quarter.
NOTE
8. STOCKHOLDERS' EQUITY
The
stockholders' equity section of the Company contains the following classes of capital stock as of September 30, 2015:
Preferred
stock, $0.0001 par value; 20,000,000 shares authorized:
2,063,821 Preferred
Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
94,852
Series AA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times ten thousand (10,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
40,000
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times one hundred thousand (100,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
725,409
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Common
stock, $ 0.0001 par value; 5,000,000,000 shares authorized: 4,232,931,245 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
NOTE
9. COMMITMENTS AND CONTINGENCIES
On
April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against
the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities
fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the
issuance of. The Plaintiff is also request declaratory relief from the Court.
The
action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction
of $17,000 of convertible indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice
sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate
in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit
of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust
Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares
to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from
DTC’s book-entry account on the records of the issuer maintained by the transfer agent.
The
Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice
itself.
The
convertible indebtedness held by the Plaintiff was convertible at Holder’s demand into the common shares of the Company’s
stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s
common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid
Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited
into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares
( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such
that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares
to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation
on conversion equal to 9.99% of the Company’s outstanding common stock.
On
February 2, 2015 Plaintiff and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally
resolve the aforementioned legal action pursuant to the following terms and conditions:
|
(a) |
Within
seven business days of the Company’s transfer agent’s receipt of an appropriate opinion of counsel, the Company
shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC,
103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute
full and complete satisfaction of $17,000 due to Starcity by the Company. |
|
(b) |
The
Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (“Note”)
due and payable April 1, 2016. |
The
Holder of this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid
to the Company to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to
the greater of
|
(i) |
fifty
five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5)
trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or |
Other
than as provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than
9.99% of the Company's outstanding common stock. Section 5(p) of the Note states that:
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
In
the event that Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Company’s
obligations under this Note shall be terminated, cancelled and relinquished.
On
August 21, 2012 the Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively
the “PRI Parties”) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen Biopharma, Inc. by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer
of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of Regen and the Company. The sublease
is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
On
March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San
Diego, CA 92121 from Human BioMolecular Research Institute (“Sublease Agreement”). Pursuant to the terms of the Sublease
Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (“HBRI”)
. The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew
thereafter for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. Regen Biopharma,
Inc. terminated its sublease with Human BioMolecular Research Institute
On
March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional,
scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain
research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period
of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within
60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the
agreement. Regen Biopharma, Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute
NOTE
10. INVESTMENT SECURITIES
As
of the quarter ending September 30, 2012 the Company reclassified 66,667 ( retroactively adjusted for reverse stock split.) common
shares of Entest Biomedical, Inc. as Securities Available for Sale from Securities Accounted for under the Equity Method.
On
September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest
Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics,
Inc as a license initiation fee.
The
common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities.
NOTE
11. STOCK TRANSACTIONS
BIO-
MATRIX SCIENTIFIC GROUP, INC.:
During
the fiscal year ended September 30, 2015 the Company issued 1,153,030,303 Common Shares in satisfaction of $174,500 of indebtedness.
REGEN
BIOPHARMA, INC.
Common
Stock
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 666,666 Common Shares for cash proceeds of $33,333 .
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 1,425,808 Common Shares valued at $307,956 for services .
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 25,000,000 Common Shares as Restricted Stock Awards to employees.
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 35,753,547 Common Shares in satisfaction of $1,003,575 of indebtedness.
Series
A Preferred Stock
On
March 11, 2015 stock dividend of 10,395,217 Series A Preferred shares was paid to Regen Biopharma, Inc.’s common shareholders
of record as of March 10, 2015. Common shareholders received one share of Series A Preferred Stock for every 10 shares of Regen
Biopharma, Inc. common Stock owned as of the Record Date.
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 10,000,000 Series A Preferred shares as Restricted Stock Awards
to employees.
On
March 17, 2015 Regen Biopharma, Inc. issued 1,000,000 shares of its Series A Preferred Stock to Thomas Ichim, Regen Biopharma,
Inc.’s Chief Scientific Officer, as partial consideration for the sale to Regen Biopharma, Inc. by Ichim of all right, title,
and interest in and to the certain invention (hereinafter “Invention”) entitled “Gene Silencing of the Brother
of the Regulator of Imprinted Sites” for which a U.S. Patent Number, 8,263,571, issued by the United States Patent and Trademark
Office on September 11, 2011
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 34,753,547 shares of its Series A Preferred Stock in accordance
with the terms and conditions of convertible notes issued.
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 4,500,00 shares of its Series A Preferred Stock for services .
During
the year ended September 30, 2015 Regen Biopharma, Inc. issued 333,333 shares of its Series A Preferred Stock for cash proceeds
of $16,667
NOTE
12. SUBSEQUENT EVENTS
On
October 2, 2015 the Company issued 382,657,778 of its Common Shares in satisfaction of $63,138 of convertible indebtedness.
On
November 13, 2015, the Company amended the Certificate of Incorporation of the Company as follows:
Striking
out Articles Four (4.) thereof and substituting in lieu of said Article the following new Article:
""FOURTH.
The total number of shares of stock which this corporation is authorized to issue is:
Eight
Billion (8,000,000,000) shares of Common Stock with a par value of $0.0001 each; and Twenty Million (20,000,000) shares of Preferred
Stock with a par value of $0.0001 each, Two Hundred Thousand (200,000) shares of Non Voting Preferred Stock with a par value of
$1.00 each
Non
Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock
at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding
written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
The
Common Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board
of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number
of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights,
and such designations, preferences, qualifications,
privileges,
limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Common Stock that
may be desired. Subject to the limitation on the total number of shares of Common Stock which the Corporation has authority to
issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent
to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such series.
The
Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board
of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number
of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights,
and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other
special or relative rights of any series of the Preferred Stock that may be desired. Subject to the limitation on the total number
of shares of Preferred Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized
to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares
of such series.
On
December 15,2015 the Company issued 273,476,806 of its Common Shares in satisfaction of $30,082 of convertible indebtedness.
On
October 28, 2015 Regen issued 3,333,334 of its common shares (“Shares”) for cash consideration of $166,666.
On
November 20, 2015 Regen issued 2,200,000 of its common shares (“Shares”) for cash consideration of $55,000.
On
December 29,2015 Regen issued 4,000,000 of its common shares ( Shares”) for cash consideration of $100,000
On
October 28, 2015 Regen issued 1,666,667 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $83,333.
On
October 28, 2015 Regen issued 11,000,000 of its shares of Series A Preferred Stock (“Shares”) to Dr. Harry Lander,
Regen’s President, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander
and Regen dated October 9, 2015.
On
November 20, 2015 Regen issued 400,000 of its shares of Series A Preferred Stock (“Shares”) as consideration for nonemployee
services.
On
November 20, 2015 Regen issued 2,200,000 of its shares of Series A Preferred Stock (“Shares”) for cash consideration
of $55,000.
On
December 29, 2015 Regen issued 4,000,000 of its Series A Preferred Stock ( Shares”) for cash consideration of $100,000.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
During
the Company's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Seale
and Beers, Certified Public Accountants LLC (“S&B”) , the Company’s independent public accountant, whether
or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to S&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement
in connection with its report on the Company's financial statements.
Item
9A. Controls and Procedures.
a)
Evaluation of disclosure controls and procedures.
The
principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures
as of September 30, 2015. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective
to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. David Koos is the Company’s CEO and acting CFO. He functions as the Company’s principal
executive officer and principal financial officer.
b)
Management’s annual report on internal control over financial reporting.
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial
reporting as follows:
“The
term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's
assets that could have a material effect on the financial statements.”
The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.
The
Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2012
based on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes
that, as of September 30, 2012, the Company’s internal control over financial reporting is effective.
Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for
smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of
the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(c)
There have been no changes during the quarter ended September 30, 2014 in the Company’s internal controls over financial
reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Item
9B. Other Information.
Not
applicable
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
David
Koos has served as Chairman, CEO, President, Secretary, and Acting CFO of the BMSN since June 19, 2006.
Education:
DBA
- Finance (December 2003)
Atlantic
International University
Ph.D.
- Sociology (September 2003)
Atlantic
International University
MA - Sociology (June 1983)
University
of California - Riverside, California
Five
Year Employment History:
Position: |
Company
Name: |
Employment
Dates: |
Chairman
, President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc.
|
June
19, 2009 to the present. |
Chief
Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
June
19, 2009 to March 31, 2010 |
Acting
Chief Financial Officer, Principal Accounting Officer |
Entest
BioMedical, Inc |
August
8, 2011 to the present |
Chairman,
President, CEO and Acting CFO |
Bio-Matrix
Scientific Group, Inc. |
June
14, 2006 (Chairman) to Present
June
19, 2006 (President, CEO and Acting CFO)
June
19, 2006 (Secretary) to Present |
Chairman
CEO, President, Secretary, and Acting CFO |
Entest
BioMedical, Inc. (a California corporation) |
August
22, 2008 to the Present |
Chairman,
CEO, Secretary & Acting CFO |
Frezer
Inc. |
May
2, 2005 to February 2007 |
Chairman,
CEO & Acting CFO |
BMXP
Holdings, Inc. |
December
6, 2004 to June 2008 |
Managing
Director & President |
Cell
Source Research Inc. |
December
5, 2001 to Present |
Managing
Director & President |
Venture
Bridge Inc. |
November
21, 2001 to Present |
Registered
Representative |
Amerivet
Securities Inc.* |
March
31, 2004 to February 2008 |
David
R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, and Treasurer of Regen since April
24, 2012. David R. Koos has served as president of Regen from the period beginning May 29, 2013 and ending April 30, 2015 . David
R. Koos has served as Acting Chief Financial Officer of Regen for the period beginning April 24, 2012 and ending February 11,
2015.
*
Amerivet Securities Inc. has not been active during the period as the Chief Executive Officer was on deployment in Iraq through
the U.S. Army Reserves.
Section
16(a) Beneficial Ownership Compliance.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements
of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and
other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are
required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Such persons are further required by SEC regulation to furnish us with copies of all Section 16(a) forms (including Forms 3, 4
and 5) that they file. Based solely on our review of the copies of such forms received by us with respect to fiscal year 2013,
or written representations from certain reporting persons, we believe all of our directors and executive officers as well as any
beneficial owner of more than ten percent of any class of equity securities met all applicable filing requirements.
Code
of Ethics
We
have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our Directors, officers and employees.
The Code is filed as Exhibit A of our Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 filed
with the Commission on August 11, 2006 . A written copy of the Code will be provided upon request at no charge by writing to our
Chief Executive Officer, David Koos, at:
DR. DAVID KOOS
BIO-MATRIX
SCIENTIFIC GROUP, INC.
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942
Director
Independence
Audit
Committee and Audit Committee Financial Expert
The
Company’s sole Director may not be considered independent as he is also an officer. The Company is not a "listed company"
under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and
regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is
deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as
an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors.
The Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and
has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors
believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit
committee would have.
Nominating
and Compensation Committees
The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of
directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee
are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the
Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the
functions of a nominating committee. The
Company
is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating
committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
Because
management and directors of the Company are the same person, the Board of Directors has determined not to adopt a formal methodology
for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention
by virtue of the co-extensive capacities served by David Koos.
Executive
Compensation
SUMMARY
COMPENSATION TABLE* |
Name
and Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non
Equity
Incentive
Plan
Compensation
($) |
Nonqualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
David
Koos
Chairman
and CEO |
From
October 1, 2013 to September 30, 2014 |
$300,000 |
|
|
|
|
|
|
$300,000 |
David
Koos
Chairman
and CEO |
From
October 1, 2014 to September 30, 2015 |
$300,000 |
|
810250(a) |
|
|
|
|
$1,102,000 |
Does
not include Compensation Accrued but Unpaid. As of September 30, 2015 David R. Koos is owed $570,321 in compensation accrued but
unpaid by the Company and Regen.
| (a) | Restricted
Stock Awards Paid to Mr. Koos consist of 9,000,000 of Regen’s common shares vesting
according to the terms and conditions of Mr. Koos Employment Agreement with Regen and
2,500,000 of Regen’s Preferred Shares vesting upon the same terms and conditions
as common stock issued pursuant to Mr. Koos’ Employment Agreement with Regen. |
David
Koos is not party to an executed employment agreement with the Company. From April 2007 until October 2008 we had agreed to compensate
David Koos $12,000 per month for his services, exclusive of any bonuses or benefits. From October of 2008 to February 11, 2015,
we have agreed to compensate David Koos $25,000 per month for his services, exclusive of any bonuses or benefits. From February
11, 2015 to the present we have agreed to compensate David Koos $10,000 per month for his services, exclusive of any bonuses or
benefits
On
February 11, 2015 Regen entered into a written employment agreement with its current Chief Executive Officer, Mr. David Koos whereby
Mr. Koos shall serve as Chief Executive Officer of Regen (“Agreement”)
Pursuant
to the Agreement, Mr. Koos shall be paid salary at the rate of $15,000 per month, payable in cash or shares of Regen common stock.
Mr. Koos shall also receive 9,000,000 newly issued common shares of Regen which shall vest after 18 months of constant employment
have expired from the date of the full execution of the Agreement . The term of the Agreement shall commence on February 11, 2015
and shall expire on February 11, 2018.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table sets forth information as of the close of business on ___________ concerning shares of our stock beneficially
owned by (i) each director; (ii) each named executive officer; (iii) by all directors and executive officers as a group; and (iv)
each person known by the Company to own beneficially more than 5% of the outstanding shares of common stock.
Based
on 4,889,075,005 shares issued and outstanding as of December 29 , 2015.
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Common |
David
R. Koos
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
72,718,693
(a) |
1.4% |
Common |
All
Officers and Directors
As
a Group(a) |
72,718,693
(a) |
1.4% |
(a)
Includes 4,159,085 shares owned by Bombardier Pacific Ventures Inc., which is wholly owned by David Koos and
104,160 shares owned AFN Trust for which David Koos serves as Trustee and 54 shares owned by the BMXP Holdings Shareholder
Business Trust. David R. Koos is the Trustee of BMXP Holdings Shareholder Business Trust. .
The
following table sets forth information as of the close of business on December 29, 2014, concerning shares of our preferred stock
beneficially owned by (i)each director; (ii) each named executive officer; (iii) by all directors and executive officers as a
group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of preferred stock.
Based
on 2,063,821 shares issued and outstanding as of December 29, 2015
|
|
|
|
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Preferred |
David
R. Koos (a)(b)
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
524,079 |
25% |
Preferred |
Copeland
Revocable Trust |
166,907 |
8% |
Preferred |
Ronald
Williams |
205,714 |
10% |
Preferred |
All
Officers and Directors
As
a Group(c) |
524,079 |
25% |
(a)
Includes 458,503 Preferred Shares owned by BMXP Holdings Shareholder Business Trust. David R. Koos is
the Trustee of BMXP Holdings Shareholder Business Trust. (b) Includes 62,056 shares owned by Bombardier Pacific Ventures Inc.,
which is wholly owned by David Koos and AFN Trust for which David Koos serves as Trustee .
The
following table sets forth information as of the close of business on December 24,2014 concerning shares of our Series B preferred
stock beneficially owned by (i)each director; (ii) each named executive officer; (iii) by all directors and executive officers
as a group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of Series B preferred
stock.
Based
on 725,409 shares issued and outstanding as of December 29, 2015
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Series
B Preferred |
David
R. Koos (a)(b)
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
96,012 |
13% |
Series
B
Preferred |
All
Officers and Directors
As
a Group(c) |
96,012 |
13% |
(a) Includes
9,171 Preferred Shares owned by BMXP Holdings Shareholder Business Trust. David R. Koos is the Trustee of BMXP Holdings
Shareholder Business Trust. (b) Includes 58,935 shares owned by Bombardier Pacific Ventures Inc., which is wholly owned by David
Koos and 836 shares owned by AFN Trust for which David Koos serves as Trustee.
The
following table sets forth information as of the close of business on December 29, 2015 concerning shares of our Series
AA Preferred stock beneficially owned by (i) each director; (ii) each named executive officer; (iii) by all directors and executive
officers as a group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of Series
AA Preferred stock.
Based
on 94,852 shares outstanding as of December 29, 2015
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Series
AA Preferred |
David
R. Koos
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
94,852 |
100% |
Series
AA Preferred |
All
Officers and Directors
As
a Group |
94,852 |
100% |
The
following table sets forth information as of the close of business on December 29, 2015 concerning shares of our Series
AAA Preferred stock beneficially owned by (i) each director; (ii) each named executive officer; (iii) by all directors and executive
officers as a group; and (iv) each person known by the Company to own beneficially more than 5% of the outstanding shares of Series
AA Preferred stock.
Based
on 40,000 shares outstanding as of December 29, 2015
Title
of Class |
Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Owner |
Percent
of Class |
Series
AA Preferred |
David
R. Koos
C/o
Bio-Matrix Scientific Group, Inc
4700
SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942 |
94,852 |
100% |
Series
AA Preferred |
All
Officers and Directors
As
a Group |
94,852 |
100% |
No
shares of our Non Voting Convertible Preferred stock was issued and outstanding as of the close of business on December 29,2015
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Related
Party Transactions
On
June 23, 2015 Regen entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen
years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to Regen one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000)
as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred
thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen royalties equal to four percent (4%) of the Net Sales , as such term is defined in
the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair
market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on
Net Sales of any Licensed Products for which Regen receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of
the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only
payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).
The
Agreement may be terminated by Regen:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to Regen with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
On
September 28, 2015 Zander caused to be issued to Regen 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction
of one hundred thousand US dollars ($100,000) to be paid to Regen by Zander as a license initiation fee.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of Regen.
Regen
utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest
Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of Regen and Bio Matrix Scientific Group, Inc.. The
sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per
month.
As
of September 30, 2015 Entest Biomedical Inc. is indebted to Regen in the amount of $12,051. $12,051 lent by Regen to Entest Biomedical,
Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As
of September 30, 2015 the Company is indebted to David Koos, the Company’s sole officer, in the amount of $141, 286.
These
loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15% per annum
As
of September 30, 2015 Regen is indebted to David Koos, the Company’s sole officer, in the amount of $50.
These
loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15% per annum.
As
of September 30, 2013 David Koos, the Company’s Chairman and Chief Executive Officer, is owed in aggregate by the Company
and Regen $570,321 in compensation accrued but unpaid .
On
March 6, 2015 Regen issued 227,632 of its common shares to Saguaro Capital Partners LLC, a company controlled by Todd S. Caven
,Regan’s Chief Financial Officer, as consideration for services rendered.
On
November 2, 2015 Regen entered into an agreement (“Agreement”) with Thomas Ichim pursuant to the following terms and
conditions.
Thomas
Ichim shall render to Regen consulting services as set forth in a Consulting Services Letter (the “Supporting Documents”)
and agrees to being referred to during the term of this Agreement under the title “Senior Research Consultant Thomas Ichim
to Regen BioPharma, Inc.”. A Consulting Services Letter shall mean a document that describes Thomas Ichim’s consulting
services and pricing for such services. In the event of a conflict between the terms contained in the Supporting Documents and
this Agreement, the terms of this Agreement shall control, unless specifically agreed upon to the contrary in the Supporting Documents.
Any and all Supporting Documents shall contain a clear and concise description of the services to be performed by the Thomas Ichim
and an estimation of the cost to Regen for such services as well as the period of time required by the Thomas Ichim to complete
such services. The Supporting Documents when executed by Thomas Ichim and Regen shall be incorporated into and made a part of
this Agreement. Regen shall be under no obligation to execute any Consulting Services Letter. No Consulting Services Letter shall
be binding upon Regen unless executed by Regen. The Term of the Agreement commences on November 2, 2015 and expires on November
2, 2016.
Thomas
Ichim has served as Regen’s Chief Scientific Officer and Director of Research since June 15, 2012 and has served as a director
since July 15, 2013. On October 30, 2015 Thomas Ichim resigned from his position as an officer and member of the Board of Directors
of Regen due to health reasons.
Director
Independence
Audit
Committee and Audit Committee Financial Expert
The
Company’s sole Director may not be considered independent as he is also an officer. The Company is not a "listed company"
under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and
regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is
deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as
an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors.
The Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and
has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors
believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit
committee would have.
Nominating
and Compensation Committees
The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of
directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee
are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the
Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the
functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required
to have a compensation committee or a nominating committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company
does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.
Because
management and directors of the Company are the same person, the Board of Directors has determined not to adopt a formal methodology
for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention
by virtue of the co-extensive capacities served by David Koos.
Item
14. Principal Accounting Fees and Services.
The
following sets forth the aggregate fees billed by Seale and Beers, CPAs :
| |
Period
beginning October 1, 2013 and ending September 30, 2014 |
Audit Fees | |
$ | 10,000 | |
Audit Related Fees | |
$ | 9,000 | |
Tax Fees | |
$ | — | |
Total Fees | |
$ | 19,000 | |
The
following sets forth the aggregate fees billed by Seale and Beers, CPAs
| |
Period
beginning October 1, 2014 and ending September 30, 2015 |
Audit Fees | |
$ | 10,023 | |
Audit Related Fees | |
$ | 9000 | |
Tax Fees | |
$ | — | |
Total Fees | |
$ | 19,023 | |
Audit
Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.
Audit
Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably
related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”
above.
All services listed were pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section
2(a) 3 of the Sarbanes-Oxley Act of 2002.
The
Board has considered whether the services described above are compatible with maintaining the independent accountant's independence
and has determined that such services have not adversely affected Seale and Beers, CPA’s independence.
PART
IV
Item
15. Exhibit Index
EXHIBIT
INDEX
Exhibit
Number |
Description |
31.1 |
CERTIFICATION
BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT |
32.1 |
CERTIFICATION
BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT |
31.2 |
CERTIFICATION
BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT |
32.2 |
CERTIFICATION
BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT |
3(i)(1) |
Certificate
of Incorporation (1) |
3(i)(2) |
Certificate
of amendment dated August 22, 2006(2) |
3(1)(3) |
Certificate
of Designations (Series AA Preferred)(3) |
3(1)(4) |
Certificate
of Designations (Series B Preferred)(4) |
3(1)(5) |
Certificate
of Amendment dated November 8, 2011 |
3(ii)(1) |
Bylaws(5) |
3(ii)(2) |
Amended
Bylaws dated July 3, 2008(6) |
3(ii)(3) |
AMENDED
AND RESTATED BY-LAWS OF BIO-MATRIX SCIENTIFIC GROUP, INC(7) |
10.1 |
Agreement
by and between David R. Koos and Bio-Matrix Scientific Group, Inc.(8) |
10.2 |
Agreement
for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and Bio-Matrix Scientific
Group, Inc, (9) |
10.3 |
Modified
Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008.(10) |
10.4 |
Agreement
by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos(11) |
10.5 |
Agreement
by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs(12) |
10.6 |
Stock
purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc.(13) |
10.7 |
Agreement
by and Between Hazard Commercial Complex LLC and the Company(14) |
10.8 |
Asset
Purchase Agreement between Entest CA and Pet Pointers (16) |
10.9 |
Exhibit
A to Asset Purchase Agreement (17) |
10.10 |
Exhibit
B to Asset Purchase Agreement (18) |
10.11 |
Employment
Agreement Gregory McDonald (19) |
14.1 |
Code
of Ethics(15) |
10.12 |
Convertible
Note dated 12/15/2011 (20) |
10.13 |
Convertible
Note dated 2/28/2012 (21) |
10.14 |
Equity
Purchase Agreement by and between the Company and Southridge Partners (22) |
10.15 |
Employment
Agreement J. Christopher Mizer (23) |
10.16 |
Option
Agreement Oregon Health & Science University (24) |
10.17 |
Employment
Agreement Thomas Ichim (25) |
3(1)(6) |
Text
of Amendment to Certificate of Incorporation effective August 13, 2012. |
10.17 |
Convertible
Note dated 6/25/2012 (26) |
3(1)(7) |
Text
of Amendment to Certificate of Incorporation effective November 27, 2012 |
10.18 |
Convertible
Promissory Note dated August 20, 2012 (27) |
10.19 |
Warrant
Agreement dated August 20, 2012 (28) |
10.20 |
Settlement
Agreement and Mutual Release (29) |
3(1)(6) |
Certificate
of Designation Series AAA Preferred Stock (30) |
10.21 |
Worldwide
Property Assignment Agreement (31) |
10.22 |
License
Agreement (32) |
10.23 |
Benitec
License (33) |
10.24 |
Termination
letter Oregon health and Science University (34) |
99.1 |
Letter
from BAUMGARTNER PATENT LAW (35) |
10.25 |
Agreement
with Caven Investments LLC (36) |
10.26 |
Independent
Contractor Agreement between Dr. Eei Ping Min and Regen (37) |
10.27 |
Letter
Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 ( incorporated by Reference to
Exhibit 10.27 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.28 |
Letter
Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012( incorporated by Reference to
Exhibit 10.28 of the Company’s Form 10-k for the Year ended September 30, 2013) |
10.29 |
Letter
Agreement by and between David Suhy and Regen dated September 11 2013( incorporated by Reference to Exhibit 10.29 of the Company’s
Form 10-k for the Year ended September 30, 2013) |
10.30 |
Stock
Purchase Agreement dated June 24, 2014 ( incorporated by reference to Exhibit 10.1 of the company’s form 8-K dated November
7, 2014) |
10.31 |
Assignment
12/17/2014 (incorporated by Reference to Exhibit 10.31 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.32 |
Assignment
12/16/2014(incorporated by Reference to Exhibit 10.32 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.33 |
Assignment
11/20/2014(incorporated by Reference to Exhibit 10.33 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.34 |
Consulting
Agreement Dr. Christine Ichim( incorporated by Reference to Exhibit 10.34 of the Company’s Form 10-K for the year ended
September 30, 2014) |
10.35 |
Sublease
(incorporated by Reference to Exhibit 10.35 of the Company’s Form 10-K for the year ended September 30, 2014) |
10.38 |
StarCity
Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 10, 2015) |
10.39 |
Form
of Note issued to LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q dated February 10, 2015) |
10.40 |
Form
of Note issued to Individual investor (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q dated February
10, 2015) |
10.41 |
Form
of Note issued to Dunhill (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q dated February 10, 2015)
Ross |
10.42 |
Caven
Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 12, 2015) |
10.43 |
Koos
Agreement(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated February 12, 2015) |
10.44 |
Form
of Note issued to Colorado LLC(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated
March 9, 2015) |
10.45 |
Form
of Note issued to Individual investor(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March
9, 2015) |
10.46 |
Form
of Note issued to Revocable Trust(incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated March 9,
2015) |
10.47 |
Form
of Note issued to Bio Technology Partners Business Trust(incorporated by reference to Exhibit 10.4 of the Company’s
Form 8-K dated March 9, 2015) |
10.48 |
Form
of Note issued to Minnesota LLC(incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated March 9, 2015) |
10.49 |
Form
of Note issued to David Koos(incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated March 9, 2015) |
10.50 |
Form
of Note issued to Dunhill Ross Partners, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated
March 9, 2015) |
10.51 |
Form
of Note issued to Individual investor(incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated March
9, 2015) |
10.52 |
Form
of Note issued to Individual investor(incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated March
9, 2015) |
10.53 |
Form
of Note issued to Individual investor(incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated March
9, 2015) |
10.54 |
Ichim
Agreement(incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K dated March 9, 2015) |
10.55 |
Form
of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 23, 2015) |
10.56 |
Form
of $100,000 Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 23, 2015) |
10.57 |
Vaini
Agreement(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 26, 2015) |
10.58 |
Value
Quest Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 26, 2015) |
10.59 |
Minev
Letter Agreement(incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated March 26, 2015) |
10.60 |
Gronemeyer
Letter Agreement(incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated March 26, 2015) |
10.61 |
Form
of Regen Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated May 11, 2015) |
10.62 |
AGREEMENT
BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. (incorporated by reference to Exhibit 10.1 of the Company’s
Form 8-K dated June 25, 2015) |
10.63 |
Amendment
to Exclusive License Agreement between Regen and Benitec Australia Limited(incorporated by reference to Exhibit 10.2 of the
Company’s Form 8-K dated August 25, 2015) |
10.64 |
Lander
Agreement(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 9, 2015) |
3(i)CCCCXXX |
Text
of Amendment to Certificate of Incorporation ( incorporated by reference to Exhibit 3(i) of the Company’s Form 8-K filed
October 28, 2015) |
3(i)VVVJJJ1 |
Text
of Amendment to Certificate of Designation (incorporated by reference to Exhibit 3(i)(a) of the COmpany’s Form 8-K filed
October 28, 2015) |
10.65 |
Consulting
Agreement (incorporated by reference to 10.1(a) of the Company’s Form 8-K dated November 4, 2015) |
10.65 |
Form
of Unit Purchase Agreement 9/10/2015 ( incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November
23, 2015) |
10.66 |
Form
of Unit Purchase Agreement 9/10/2015( incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November
23, 2015) |
10.67 |
Form
of Unit Purchase Agreement 11/13/2015( incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated November
23, 2015) |
10.68 |
Form
of Unit Purchase Agreement 11/16/2015( incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November
23, 2015) |
10.69 |
Letter
Agreement Lorraine Gudas( incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated November 23, 2015) |
10.70 |
Letter
Agreement Stefano Bertuzzi( incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated November 23, 2015) |
10.71 |
Letter
Agreement Francesco Marincola( incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated November 23,
2015) |
10.72 |
Letter
Agreement Ralph Nachman( incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated November 23, 2015) |
10.73 |
Letter
Agreement J. Baell (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated November 23, 2015) |
10.73 |
Regen
NCATS Agreements (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated December 16, 2015) |
10.74 |
Form
of Unit Purchase Agreement $100,000 12/3/2015 |
10.75 |
Form
of Unit Purchase Agreement $100,000 12/14/2015 |
(1) |
Incorporated
by reference to Form 10SB dated January 2, 2001 |
(2) |
Incorporated
by reference to Form SB-2 dated July31, 2007 |
(3) |
Incorporated
by reference to Exhibit 3(i) of Form 8-K dated July 3, 2008 |
(4) |
Incorporated
by reference to Exhibit 3(i) of Form 8-K dated August 28, 2009 |
(5) |
Bylaws
incorporated by reference to Form 10-SB filed on January 2, 2001 |
(6) |
Amended
Bylaws dated July 3, 2008 incorporated by reference to Exhibit 3(ii) of Form 8-K dated July 3, 2008 |
(7) |
Incorporated
by reference to Exhibit 3(ii) of Form 8-K dated August 28, 2009 |
(8) |
Agreement
by and between David R. Koos and Bio-Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10 of Form 8-K dated
July 3, 2008 |
(9) |
Agreement
for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and Bio-Matrix Scientific
Group, Inc, incorporated by reference to Exhibit 10(1) of Form 8-K dated September 29, 2008 |
(10) |
Modified
Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008
, incorporated by reference to Exhibit 10(1) of Form 8-K dated December 21, 2008. |
(11) |
Agreement
by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos incorporated by reference to Exhibit 3(i) of Form 8-K
dated April 28, 2009 |
(12) |
Agreement
by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs incorporated by reference to Exhibit
10.1 of form 8-K dated August 24,2009 |
(13) |
Stock
purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10.1 of
Form 8-K dated June 22, 2009 |
(14) |
Agreement
by and Between Hazard Commercial Complex LLC and the Company incorporated by reference to Exhibit 10.1 of Form 8-K dated April
19, 2010 |
(15) |
Code
of Ethics Incorporated by reference to Exhibit A of Form Pre 14C filed July 25, 2006 |
(16) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated January 6, 2011 |
(17) |
incorporated
by reference to Exhibit 10.2 of Form 8-K dated January 6, 2011 |
(18) |
incorporated
by reference to Exhibit 10.3 of Form 8-K dated January 6, 2011 |
(19) |
incorporated
by reference to Exhibit 10.4 of Form 8-K dated January 6, 2011 |
(20) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q dated February 6, 2012 |
(21) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q dated April 23, 2012 |
(22) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated May 7, 2012 |
(23) |
incorporated
by reference to Exhibit 10.3 of Form 8-K dated May 7, 2012 |
(24) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated June 6, 2012 |
(25) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated June 25, 2012 |
(26) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q dated August 14, 2012 |
(27) |
incorporated
by reference to Exhibit 10.1 of Form 8-K dated A ugust 22, 2012 |
(28) |
incorporated
by reference to Exhibit 10.2 of Form 8-K dated August 22, 2012 |
(29) |
incorporated
by reference to Exhibit 10.1 of Form 10-Q filed march 12, 2013 |
(30) |
incorporated
by reference to Exhibit 3(1) of form 8-K dated April 30, 2013 |
(31) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated June 11, 2013 |
(32) |
incorporated
by reference to Exhibit 10.2 of form 8-K dated June 11, 2013 |
(33) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated August 5, 2013 |
(34) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated August 9, 2013 |
(35) |
incorporated
by reference to Exhibit 99.1 of form 8-K dated August 9, 2013 |
(36) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated September 3, 2013 |
(37) |
incorporated
by reference to Exhibit 10.1 of form 8-K dated September 23, 2013 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Bio-Matrix Scientific
Group, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David R. Koos |
|
Title: |
President, Chairman, Chief Executive Officer |
|
Date: |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on _________.
|
|
Bio-Matrix Scientific
Group, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David R. Koos |
|
Title: |
President, Chairman, Chief Executive Officer,
Acting Chief Financial Officer |
|
Date: |
|
Exhibit 10.54
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered
into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street,
St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities
of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance
with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
Each Unit shall consist of two ( 1) shares of the common stock of the
Company and one (1) share of the Series A Preferred Stock of the Company
The purchase price per Unit ( “Purchase Price”), payable
in US Dollars, shall be 5 cents per unit.
The Purchaser shall pay the Purchase Price per Unit multiplied
by that number of Units Purchased by wire transfer of immediately available funds to the Company
5 business days subsequent to receipt of payment
of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
|
5. |
Purchaser’s Representations and Warranties |
|
(a) |
As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
|
(b) |
The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
|
(c) |
The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
|
(d) |
Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
|
(e) |
The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
|
6. |
Company’s representations and warranties |
|
(a) |
Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
|
(b) |
The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
|
7. |
Restricted Securities Acknowledgement |
Purchaser acknowledges that any
securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute
“restricted securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following
restrictive legend:
“THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT
BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH
LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED
TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
This Agreement constitutes a final written expression
of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement
of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
|
9. |
Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State
of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed
this Agreement on the 10th day of September, 2015.
By: |
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
David Koos, CEO |
|
|
Regen Biopharma, Inc. |
|
|
|
|
|
|
|
|
Date: |
|
|
|
|
|
Purchaser |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
Its: |
|
|
Date: 12/03/2015 |
|
|
|
|
|
Number of Units Purchased: |
2,000,000 |
|
|
Total Purchase Price: |
$100,000 |
|
|
Exhibit 10.55
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered
into by and among Regen Biopharma, Inc., a Nevada corporation (the “Company”) whose address is 4700 Spring Street,
St 304, La Mesa, California 91942 and __________( “Purchaser”), a _______ whose address is _____________.
WHEREAS:
The Purchaser desires to purchase units (“Units”) of securities
of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Units to the Purchaser in accordance
with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
Each Unit shall consist of two ( 1) shares of the common stock of the
Company and one (1) share of the Series A Preferred Stock of the Company
The purchase price per Unit ( “Purchase Price”), payable
in US Dollars, shall be 5 cents per unit.
The Purchaser shall pay the Purchase Price per Unit multiplied
by that number of Units Purchased by wire transfer of immediately available funds to the Company
5 business days subsequent to receipt of payment
of the Purchase Price the Company shall issue to the Purchaser that number of Units purchased
|
5. |
Purchaser’s Representations and Warranties |
|
(a) |
As of the date hereof, the Purchaser is purchasing the Units for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended ( the “Act”). |
|
(b) |
The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
|
(c) |
The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Units which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
|
(d) |
Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
|
(e) |
The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
|
6. |
Company’s representations and warranties |
|
(a) |
Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
|
(b) |
The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound. |
|
7. |
Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities
issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted
securities” as that term is defined in Rule 144 promulgated under the Act , and shall contain the following restrictive
legend:
“THESE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT
BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH
LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED
TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
This Agreement constitutes a final written expression
of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement
of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
|
9. |
Governing Law, Venue, Waiver Of Jury Trial |
All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State
of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed
this Agreement on the 10th day of September, 2015.
By: |
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
David Koos, CEO |
|
|
Regen Biopharma, Inc. |
|
|
|
|
|
|
|
|
Date: |
|
|
|
|
|
Purchaser |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
Its: |
|
|
Date: 12/14/2015 |
|
|
|
|
|
Number of Units Purchased: |
2,000,000 |
|
|
Total Purchase Price: |
$100,000 |
|
|
Exhibitt 31.1
I, David R. Koos, certify that:
1. I have reviewed this
annual report on Form 10-K for the year ended September 30, 2015 of Bio-Matrix Scientific Group, Inc.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report
any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
a. All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b. Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: January 6, 2016 |
|
By: |
/s/ David
R. Koos |
|
|
|
David R. Koos |
|
|
|
Chief Executive Officer |
Exhibit 31.2
I, David R. Koos, certify that:
1. I have reviewed this
annual report on Form 10-K for the year ended September 30, 2015 of Bio-Matrix Scientific Group, Inc.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report
any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
a. All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b. Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: January 6, 2016 |
|
By: |
/s/ David
R. Koos |
|
|
|
David R. Koos |
|
|
|
Chief Executive Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual Report
of Bio-Matrix Scientific Group Inc. on Form 10-K for the year ended September 30, 2015, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, David R. Koos, Chief Executive Officer certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Bio-Matrix Scientific Group, Inc. |
|
|
Date: January 6, 2016 |
By: |
/s/ David R. Koos |
|
|
David R. Koos
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual Report
of Bio-Matrix Scientific Group, Inc. on Form 10-K for the year ended September 30, 2015, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, David R. Koos, Acting Chief Financial Officer (Principal Accounting
Officer) certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that,
to the best of my knowledge and belief:
(1) the Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Bio-Matrix Scientific Group, Inc. |
|
|
Date: January 6, 2016 |
By: |
/s/ David R. Koos |
|
|
David R. Koos
Acting Chief Financial Officer
(Principal Accounting Officer) |
v3.3.1.900
Document and Entity Information - USD ($)
|
12 Months Ended |
|
|
Sep. 30, 2015 |
Dec. 29, 2015 |
Mar. 31, 2015 |
Document And Entity Information |
|
|
|
Entity Registrant Name |
Bio-Matrix Scientific Group, Inc.
|
|
|
Entity Central Index Key |
0001079282
|
|
|
Document Type |
10-K
|
|
|
Document Period End Date |
Sep. 30, 2015
|
|
|
Amendment Flag |
false
|
|
|
Current Fiscal Year End Date |
--09-30
|
|
|
Is Entity a Well-known Seasoned Issuer? |
No
|
|
|
Is Entity a Voluntary Filer? |
No
|
|
|
Is Entity's Reporting Status Current? |
Yes
|
|
|
Entity Filer Category |
Smaller Reporting Company
|
|
|
Entity Public Float |
|
|
$ 1,980,106
|
Entity Common Stock, Shares Outstanding |
|
4,889,075,005
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2015
|
|
|
X |
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dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
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Period Type: |
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|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
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v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash |
$ 76,355
|
$ 502
|
Prepaid Expenses |
25,000
|
15,000
|
Note Receivable |
12,051
|
10,422
|
Interest Receivable |
1,381
|
233
|
Total Current Assets |
114,787
|
26,157
|
OTHER ASSETS |
|
|
Deposits |
4,200
|
4,200
|
Available for Sale Securities |
159,720
|
3,000
|
Total Other Assets |
163,920
|
7,200
|
TOTAL ASSETS |
278,707
|
33,357
|
CURRENT LIABILITIES |
|
|
Accounts Payable |
167,977
|
158,492
|
Notes Payable |
400,336
|
379,233
|
Bank Overdraft |
0
|
6,137
|
Accrued Payroll |
738,095
|
587,094
|
Accrued Payroll Taxes |
44,485
|
51,117
|
Accrued Interest |
324,750
|
271,495
|
Accrued Rent |
10,000
|
0
|
Accrued Expenses |
5,000
|
5,000
|
Convertible Note Payable Net of Unamortized Discount |
231,507
|
97,701
|
Due to Affiliate |
0
|
0
|
Current portion, note payable to affiliated party |
1,000
|
1,000
|
Total Current Liabilities |
1,923,150
|
1,557,269
|
Total Liabilities |
1,923,150
|
1,557,269
|
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Preferred Stock ($0.0001 par value) 20,000,000 shares authorized; 2,063,821 issued and outstanding as of September 30, 2015 and September 30, 2014 |
207
|
207
|
Series AA Preferred ($0.0001 par value) 100,000 shares authorized; 94,852 issued and outstanding as of September 30, 2015 and September 30, 2014 |
9
|
9
|
Series AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 40,000 shares issued and outstanding as of September 30, 2015 and September 30, 2014 |
4
|
4
|
Series B Preferred Shares ($0.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of September 30, 2015 and September 30, 2014 respectively |
73
|
73
|
Common Stock ($0.0001 par value) 5,000,000,000 shares authorized; 4,232,931,345 and 3,079,900,942 issued and outstanding as of September 30, 2015 and September 30, 2014 respectively |
423,292
|
307,989
|
Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as of September 30, 2015 and September 30, 2014 |
0
|
0
|
Additional Paid in capital |
29,004,809
|
16,510,439
|
Contributed Capital |
509,355
|
509,355
|
Retained Earnings (Deficit) |
9,704,398
|
22,461,356
|
Accumulated Other Comprehensive Income (Loss) |
(41,368,641)
|
(41,333,361)
|
Total Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc. |
(1,726,494)
|
(1,543,929)
|
Noncontrolling Interest in subsidiary |
82,050
|
20,017
|
Total Stockholders' Equity |
(1,644,444)
|
(1,523,912)
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
$ 278,707
|
$ 33,357
|
X |
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical)
|
Sep. 30, 2014
$ / shares
shares
|
Preferred stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Preferred stock, shares authorized |
20,000,000
|
Preferred stock, shares issued |
2,063,821
|
Preferred stock, shares outstanding |
2,063,821
|
Common stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Common stock, shares authorized |
5,000,000,000
|
Common stock, shares issued |
3,079,900,942
|
Common stock, shares outstanding |
3,079,900,942
|
Series AA |
|
Preferred stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Preferred stock, shares authorized |
100,000
|
Preferred stock, shares issued |
94,852
|
Preferred stock, shares outstanding |
94,852
|
Series AAA |
|
Preferred stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
Preferred stock, shares issued |
40,000
|
Preferred stock, shares outstanding |
40,000
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
REVENUES |
$ 192,000
|
$ 0
|
COST AND EXPENSES |
|
|
Research and Development |
282,295
|
23,867
|
General and Administrative |
1,430,553
|
599,234
|
Consulting and Professional Fees |
587,470
|
246,214
|
Rent |
58,071
|
0
|
Total Costs and Expenses |
2,358,389
|
869,315
|
OPERATING LOSS |
(2,166,389)
|
(869,315)
|
OTHER INCOME & (EXPENSES) |
|
|
Interest Income |
1,148
|
233
|
Interest Expense |
(56,063)
|
(35,136)
|
Loss on Settlement of Debt through Equity Issuance |
(942,015)
|
(1,112,230)
|
Loss on Settlement of Debt through issuance of Common Shares of Regen Biopharma, Inc. below fair value |
(9,191,857)
|
0
|
Interest Expense attributable to amortization of discount |
(150,806)
|
0
|
Expense Related to issuance of Convertible Debt to Star City |
(247,500)
|
0
|
Preferred Shares of Regen Biopharma, Inc. pursuant to contractual obligations |
(3,475)
|
0
|
Other Income |
0
|
490
|
Other Expense |
0
|
(65,000)
|
Total Other Income & (Expense) |
(10,590,568)
|
(1,211,643)
|
NET INCOME (LOSS) |
(12,756,958)
|
(2,080,958)
|
Less: (Net Income)Loss attributable to noncontrolling interest Regen Biopharma, Inc. |
8,977,733
|
226,234
|
NET INCOME (LOSS) available to common shareholders |
$ (3,779,225)
|
$ (1,854,724)
|
BASIC AND FULLY DILUTED EARNINGS (LOSS) |
$ (0.001)
|
$ (0.001)
|
Weighted average number of shares outstanding |
2,855,088,489
|
2,865,048,153
|
X |
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v3.3.1.900
Consolidated Statement of Comprehensive Income - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
Net Income (Loss) |
$ (12,756,958)
|
$ (2,080,958)
|
Add: Unrealized Gains on Securities |
|
|
Less: Unrealized Losses on Securities |
|
|
Total Other Comprehensive Income (Loss) |
$ (35,280)
|
$ (4,000)
|
Comprehensive Income |
$ (12,792,238)
|
$ (2,084,958)
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v3.3.1.900
Consolidated Statement of Cash Flows - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
NET INCOME (LOSS) |
$ (12,756,958)
|
$ (2,080,958)
|
Adjustments to reconcile net Income to net cash (used in) provided by operating activities: |
|
|
Stock issued by licensee to subsidiary in payment of services |
$ (192,000)
|
|
Stock issued for services rendered by consultants |
|
$ 26,180
|
Stock issued for interest |
|
3,570
|
Stock issued for expenses |
|
$ 48,000
|
Interest Expense attributable to amortization of discount |
$ 150,806
|
|
Changes in operating assets and liabilities: |
|
|
(Increase) decrease in prepaid expenses |
(10,000)
|
|
Increase (Decrease) in Accounts Payable |
9,484
|
$ 19,920
|
Increase (Decrease) in Accrued Expenses |
207,624
|
12,397
|
Increase (Decrease) in bank Overdraft |
(6,137)
|
6,137
|
(Increase) Decrease in Interest Receivable |
$ (1,148)
|
(233)
|
Increase (Decrease) in Due to Affiliate |
|
(34,895)
|
(Increase) Decrease in Note Receivable |
$ (1,629)
|
(10,422)
|
Net Cash Provided by (Used in) Operating Activities |
$ (12,599,958)
|
(2,010,304)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Preferred Stock issued for Cash |
|
$ 100,000
|
Common Stock issued for Cash |
|
|
Common Stock issued for Debt |
|
|
Common Stock issued for Accrued Salaries |
|
|
Preferred Stock issued for Accrued Salaries |
|
|
Common Stock issued pursuant to Contractual Obligations |
|
|
Additional paid in Capital |
$ 1,010,650
|
$ 300,000
|
Increase (Decrease) in due to shareholder |
0
|
|
Stock in subsidiary sold for cash |
$ 50,000
|
|
Principal borrowings (repayments) on notes and Convertible Debentures |
|
|
Convertible Debentures |
$ 208,603
|
$ 316,862
|
Principal borrowings (repayments) on Convertible Debentures |
$ 1,272,686
|
|
(Increase) Decrease in Deferred Financing Costs |
|
$ 65,000
|
Loss on Settlement of Debt through Equity Issuance |
$ 10,133,872
|
1,112,230
|
Net Cash Provided by (Used in) Financing Activities |
12,675,811
|
1,894,092
|
Net Increase (Decrease) in Cash |
75,853
|
(116,212)
|
Cash at Beginning of Period |
502
|
502
|
Cash at End of Period |
76,355
|
502
|
Supplemental Disclosure of Noncash investing and financing activities: |
|
|
Common Shares Issued for Debt |
157,500
|
$ 158,000
|
Common Shares of Regen Biopharma, Inc. Issued for Debt |
1,002,686
|
|
Cash paid for Interest |
0
|
$ 0
|
Cash paid for Income tax |
$ 0
|
$ 0
|
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- DefinitionAmount of gain (loss) on settlement of other claims for entities not in bankruptcy, reported as a reorganization item.
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- DefinitionThe net cash inflow or outflow from the excess drawing from an existing cash balance, which will be honored by the bank but reflected as a loan to the drawer.
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- DefinitionThe fair value of stock issued in noncash financing activities.
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|
v3.3.1.900
Consolidated Statements of Stockholders' Equity - USD ($)
|
Series AAA |
Series B Preferred Stock |
Series AAA Preferred Stock |
Preferred Stock |
Common Stock |
Nonvoting Convertible Preferred Stock |
Additional Paid-In Capital |
Retained Earnings |
Deficit Attributable to noncontrolling interest |
Noncontrolling Interest |
Contributed Capital |
Accumulated Other Comprehensive Income (Loss) |
Total |
Beginning balance, Shares at Sep. 30, 2013 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,390,304,145
|
0
|
|
|
|
|
|
|
|
Beginning balance, Amount at Sep. 30, 2013 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 239,029
|
$ 0
|
$ 14,845,671
|
$ 24,542,314
|
|
$ 5,765
|
$ 509,355
|
$ (41,329,361)
|
$ (1,186,934)
|
Common Shares issued for debt, Shares |
|
|
|
|
120,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 12,000
|
|
32,500
|
|
|
|
|
|
44,500
|
Common Stock issued to Consultant, Shares |
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
|
|
|
|
$ 20
|
|
360
|
|
|
|
|
|
380
|
Common Shares issued for debt (B), Shares |
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 12,000
|
|
|
|
|
|
|
|
12,000
|
Common Shares issued for debt (C), Shares |
|
|
|
|
150,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (C), Amount |
|
|
|
|
$ 15,000
|
|
|
|
|
|
|
|
15,000
|
Common Shares issued to vendor, Shares |
|
|
|
|
30,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued to vendor, Amount |
|
|
|
|
|
|
45,000
|
|
|
|
|
|
48,000
|
Common stock of subsidiary issued for Cash, Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Common stock of subsidiary issued for Cash (B), Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Common stock of subsidiary issued for Cash (C), Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
648,500
|
|
|
|
|
|
648,500
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(4,000)
|
(4,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
(6,597)
|
|
|
6,597
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(920,888)
|
|
|
|
|
(920,888)
|
Ending balance, Shares at Dec. 31, 2013 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,810,504,145
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Dec. 31, 2013 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 281,049
|
$ 0
|
15,865,434
|
23,621,426
|
$ 0
|
12,362
|
509,355
|
(41,333,361)
|
(1,043,442)
|
Common Shares issued for debt, Shares |
|
|
|
|
140,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 14,000
|
|
70
|
|
|
|
|
|
14,070
|
Common Shares issued for debt (B), Shares |
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 50
|
|
950
|
|
|
|
|
|
1,000
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
336,230
|
|
|
|
|
|
336,230
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
8,000
|
8,000
|
Noncontrolling interest recognized |
|
|
|
|
|
|
(82,664)
|
|
|
82,664
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(529,555)
|
|
|
|
|
(529,555)
|
Ending balance, Shares at Mar. 31, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,951,004,145
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Mar. 31, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 295,099
|
$ 0
|
16,120,020
|
23,091,871
|
0
|
95,026
|
509,355
|
(41,325,361)
|
1,213,696
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(6,000)
|
(6,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
47,466
|
|
|
(47,466)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(246,447)
|
|
|
|
|
(246,447)
|
Ending balance, Shares at Jun. 30, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
2,951,004,145
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Jun. 30, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 295,099
|
$ 0
|
16,167,486
|
22,845,424
|
0
|
47,560
|
509,355
|
(41,331,361)
|
(1,466,144)
|
Common Shares issued for cash, Shares |
|
|
|
|
45,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for cash, Amount |
|
|
|
|
$ 45,000
|
|
95,500
|
|
|
|
|
|
100,000
|
Common Shares issued for debt, Shares |
|
|
|
|
37,500,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 3,750
|
|
33,750
|
|
|
|
|
|
37,500
|
Common Stock issued to Consultant, Shares |
|
|
|
|
8,896,797
|
|
|
|
|
|
|
|
|
Common Stock issued to Consultant, Amount |
|
|
|
|
$ 890
|
|
24,910
|
|
|
|
|
|
25,800
|
Common Shares issued for debt (B), Shares |
|
|
|
|
37,500,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 3,750
|
|
33,750
|
|
|
|
|
|
37,500
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
127,500
|
|
|
|
|
|
127,500
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(2,000)
|
(2,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
27,543
|
|
|
(27,543)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(384,068)
|
|
|
|
|
(384,068)
|
Ending balance, Shares at Sep. 30, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
3,079,900,942
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Sep. 30, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 307,989
|
$ 0
|
16,510,439
|
22,461,356
|
0
|
20,017
|
509,355
|
(41,333,361)
|
(1,523,912)
|
Common Shares issued for debt, Shares |
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 10,000
|
|
27,500
|
|
|
|
|
|
37,500
|
Common Shares issued for debt (B), Shares |
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 10,000
|
|
25,000
|
|
|
|
|
|
35,000
|
Common Shares issued for debt (C), Shares |
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (C), Amount |
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
20,000
|
Common Shares issued for debt (D), Shares |
|
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (D), Amount |
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
10,000
|
Common Shares issued for debt (E), Shares |
|
|
|
|
150,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (E), Amount |
|
|
|
|
$ 15,000
|
|
|
|
|
|
|
|
15,000
|
Sale of owned and issued shares of Regen Biopharma, Inc. |
|
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
Shares of subsidiary issed to consultant |
|
|
|
|
|
|
22,440
|
|
|
|
|
|
22,440
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
587,500
|
|
|
|
|
|
587,500
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(2,000)
|
(2,000)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
55,786
|
|
|
(55,786)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(856,892)
|
|
|
|
|
(856,892)
|
Ending balance, Shares at Dec. 31, 2014 |
94,852
|
725,409
|
40,000
|
2,063,821
|
3,729,900,942
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Dec. 31, 2014 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 372,989
|
$ 0
|
17,278,665
|
21,604,464
|
|
(35,786)
|
509,355
|
(41,335,361)
|
(1,605,363)
|
Common Shares issued for debt, Shares |
|
|
|
|
103,030,303
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 10,303
|
|
6,697
|
|
|
|
|
|
17,000
|
Common Shares issued for debt (B), Shares |
|
|
|
|
200,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt (B), Amount |
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
20,000
|
Common stock of subsidiary issued for services, Amount |
|
|
|
|
|
|
140,000
|
|
|
|
|
|
140,000
|
Common stock of subsidiary issued for services (B), Amount |
|
|
|
|
|
|
63,739
|
|
|
|
|
|
63,739
|
Common stock of subsidiary issued for Debt, Amount |
|
|
|
|
|
|
558,575
|
|
|
|
|
|
558,575
|
Common stock of subsidiary issued for Debt (B), Amount |
|
|
|
|
|
|
175,000
|
|
|
|
|
|
175,000
|
Common stock of subsidiary issued for Debt (C), Amount |
|
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
Common stock of subsidiary issued for Debt (D), Amount |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
Preferred Shares of subsidiary issued for Purchase of Patent |
|
|
|
|
|
|
100
|
|
|
|
|
|
100
|
Preferred Shares of subsidiary issued pursuant to contractual obligations |
|
|
|
|
|
|
3,154
|
|
|
|
|
|
3,154
|
Preferred Shares of subsidiary issued to Consultants for Services |
|
|
|
|
|
|
420
|
|
|
|
|
|
420
|
Sale of owned and issued shares of Regen Biopharma, Inc. |
|
|
|
|
|
|
20,000
|
|
|
|
|
|
20,000
|
Recognition of beneficial conversion feature, convertible note |
|
|
|
|
|
|
300,000
|
|
|
|
|
|
300,000
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
8,393,947
|
|
|
|
|
|
8,393,947
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
1,000
|
1,000
|
Noncontrolling interest recognized |
|
|
|
|
|
|
(467,943)
|
|
|
467,943
|
|
|
0
|
Regen Restricted Stock Award compensation expense recognized |
|
|
|
|
|
|
132,602
|
|
|
|
|
|
132,602
|
Net Income (loss) |
|
|
|
|
|
|
|
(9,344,958)
|
|
|
|
|
(9,344,958)
|
Ending balance, Shares at Mar. 31, 2015 |
94,852
|
725,409
|
40,000
|
2,063,821
|
4,032,931,245
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Mar. 31, 2015 |
$ 9
|
$ 73
|
$ 4
|
$ 207
|
$ 403,292
|
$ 0
|
26,754,956
|
12,259,506
|
|
432,174
|
509,355
|
(41,334,361)
|
(974,784)
|
Common Shares issued for debt, Shares |
|
|
|
|
200,000,000
|
|
|
|
|
|
|
|
|
Common Shares issued for debt, Amount |
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
20,000
|
Common stock of subsidiary issued for Debt, Amount |
|
|
|
|
|
|
40,000
|
|
|
|
|
|
40,000
|
Common stock of subsidiary issued for Debt (B), Amount |
|
|
|
|
|
|
15,000
|
|
|
|
|
|
15,000
|
Common stock of subsidiary issued for Debt (C), Amount |
|
|
|
|
|
|
15,000
|
|
|
|
|
|
15,000
|
Common stock of subsidiary issued for Debt (D), Amount |
|
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
Preferred Shares of subsidiary issued pursuant to contractual obligations |
|
|
|
|
|
|
143
|
|
|
|
|
|
143
|
Preferred Shares of subsidiary issued to Consultants for Services |
|
|
|
|
|
|
20
|
|
|
|
|
|
20
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
1,077,425
|
|
|
|
|
|
1,077,425
|
Noncontrolling interest recognized |
|
|
|
|
|
|
216,981
|
|
|
(216,981)
|
|
|
0
|
Net Income (loss) |
|
|
|
|
|
|
|
(1,829,173)
|
|
|
|
|
(1,829,173)
|
Ending balance, Shares at Jun. 30, 2015 |
|
725,409
|
40,000
|
2,063,821
|
4,232,931,245
|
0
|
|
|
|
|
|
|
|
Ending balance, Amount at Jun. 30, 2015 |
|
$ 73
|
$ 4
|
$ 207
|
$ 423,292
|
$ 0
|
28,417,291
|
10,430,333
|
$ 215,193
|
215,193
|
509,355
|
(41,333,361)
|
(1,337,603)
|
Common stock of subsidiary issued for Cash, Amount |
|
|
|
|
|
|
33,333
|
|
|
|
|
|
33,333
|
Common stock of subsidiary issued for Cash (B), Amount |
|
|
|
|
|
|
16,667
|
|
|
|
|
|
16,667
|
Common stock of subsidiary issued for services, Amount |
|
|
|
|
|
|
61,836
|
|
|
|
|
|
61,836
|
Common stock of subsidiary issued for services (B), Amount |
|
|
|
|
|
|
19,941
|
|
|
|
|
|
19,941
|
Loss recognized on issuance of shares for less than fair value |
|
|
|
|
|
|
75,000
|
|
|
|
|
|
75,000
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
(35,280)
|
(35,280)
|
Noncontrolling interest recognized |
|
|
|
|
|
|
133,143
|
|
|
(133,143)
|
|
|
0
|
Regen Restricted Stock Award compensation expense recognized |
|
|
|
|
|
|
$ 247,588
|
|
|
|
|
|
247,588
|
Net Income (loss) |
|
|
|
|
|
|
|
(725,935)
|
|
|
|
|
(725,935)
|
Ending balance, Shares at Sep. 30, 2015 |
|
725,409
|
40,000
|
2,063,821
|
4,232,931,245
|
0
|
29,004,809
|
|
|
|
|
|
|
Ending balance, Amount at Sep. 30, 2015 |
|
$ 73
|
$ 4
|
$ 207
|
$ 423,292
|
$ 0
|
$ 29,004,809
|
$ 9,704,398
|
|
$ 82,050
|
$ 509,355
|
$ (41,368,641)
|
$ (1,644,443)
|
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v3.3.1.900
Organization and Summary of Significant Accounting Policies
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Organization and Summary of Significant Accounting Policies |
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bio-Matrix
Scientific Group, Inc. (Company) was organized October 6, 1998, under the laws of the State of Delaware as Tasco
International, Inc.
From
October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business
plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation
and audio for the Internet.
On
July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital
of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (BMSG) for consideration consisting of 10,000,000 shares
of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As
a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company
by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer. Accordingly,
the financial statements have been prepared to give retroactive effect to August 2, 2005 (date of inception), of the reverse acquisition
completed on July 3, 2006, and represent the operations of BMSG.
Through
its controlled subsidiary, Regen BioPharma, Inc., the Company intends to engage primarily in the development of regenerative medical
applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II
clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance
the application further to Phase III clinical trials The Company holds 18.3% of the equity and 70% of the voting power of Regen
BioPharma, Inc.
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company
has adopted a September 30 year-end.
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix
Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (BMSG), Regen BioPharma, Inc., a Nevada
corporation and controlled subsidiary (Regen) and Entest BioMedical, Inc., (Entest), a Nevada corporation which was
a majority owned subsidiary up to February 3, 2011. Significant inter-company transactions have been eliminated.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. All estimates
are of a normal, recurring nature and are required for the fair presentation of the financial statements. Actual results could
differ from those estimates.
D. CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that
enhance the value of property and equipment are capitalized.
F.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy
requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs
required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities.
The
Companys financial instruments as of September 30, 2015 consisted of Securities Available for Sale consisting of 8066667
shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 . The fair value of Securities
Available for sale as of September 30, 2015 were valued according to the Level 1 input. The carrying amount of the financial instruments
is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3
input.
G.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of
limitations for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such
adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2015 the Company had no uncertain tax positions, and will
continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
H. BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are the
same as basic earnings per share.
I.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarter ended September
30, 2015 and the year ended September 30, 2014 respectively.
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- DefinitionThe entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.
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|
v3.3.1.900
Recent Accounting Pronouncements
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Changes and Error Corrections [Abstract] |
|
Recent Accounting Pronouncements |
NOTE 2. RECENT
ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In May 2014, FASB
issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects
all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the
transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach
for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods
beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public
entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement,
however it believes that there will be no material effect on the consolidated financial statements.
In June 2014,
FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based
Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance
target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted
for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a
result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized
over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective
for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted.
The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however
it believes that there will be no material effect on the consolidated financial statements.
In
August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
StatementsLiquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements
should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed
to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective
for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application
is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management
does not believe that it has met the conditions which would subject these financial statements for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that
either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or
similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation
is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Companys operating
results or financial position.
On April 22, 2013,
the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB
amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements.
The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance
is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance
also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement
presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December
15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements
in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07
is not expected to have a material effect on the Companys operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys
management has not determined whether implementation of such standards would be material to its financial statements.
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- DefinitionThe entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.
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v3.3.1.900
Going Concern
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
NOTE 4. GOING
CONCERN
The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of a onetime non-cash
gain of $41,645,688 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net losses of $31,277,641
excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period from August 2, 2005 (inception)
through September 30, 2015. This condition raises substantial doubt about the Company's ability to continue as a going concern.
The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash.
During
the quarter ended March 31, 2015 Regen Biopharma Inc. raised $775,000 through the issuance of convertible debt.
During
the quarter ended June 30, 2015 Regen Biopharma Inc. raised $90,000 through the issuance of convertible debt.
During
the quarter ended September 30, 2015 Regen Biopharma, Inc. raised $50,000 through the issuance of 333,333 units of securities of
Regen Biopharma, Inc. (Units) with each Unit consisting of 2 common shares and one share of Regen Biopharma, Inc.s
Series A Preferred Stock .
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- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
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v3.3.1.900
Income Taxes
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 5. INCOME
TAXES
As of September
30, 2015
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
10,647,527 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
10,647,527 |
|
Valuation allowance |
|
|
(10,647,527 |
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
-0- |
|
As
of September 30, 2015 the Company has a Deferred Tax Asset of 10,647,527 completely attributable to net operating
loss carry forwards of approximately $31,316,257 ( which expire 20 years from the date the loss was incurred) consisting
of
(a)
$38,616, of Net Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and
(b)
$31,277,641 attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain. In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits
the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company
has the Company recorded a valuation allowance reducing all deferred tax assets to 0.
Income
tax is calculated at the 34% Federal Corporate Rate.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Related Party Transactions
|
12 Months Ended |
Sep. 30, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 6. RELATED
PARTY TRANSACTIONS
As
of September 30, 2015 the Company is indebted to David Koos, the Companys Chairman and Chief Executive Officer, in the amount
of $141,286. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the
rate of 15% per annum.
As
of September 30, 2015 Regen is indebted to David Koos, the Companys Chairman and Chief Executive Officer, in the amount
of $50. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate
of 15% per annum.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest
Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company. The sublease is on a month to month
basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month,
As
of September 30, 2015 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051lent by Regen to Entest Biomedical,
Inc . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
On
June 23, 2015 Regen Biopharma, Inc. entered into an agreement (Agreement) with Zander Therapeutics, Inc. ( Zander)
whereby Regen Biopharma, Inc. granted to Zander an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen Biopharma, Inc. ( License IP) for non-human veterinary therapeutic
use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. one-time, non-refundable, upfront payment of one hundred thousand US
dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable
payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each
subsequent anniversary.
The
abovementioned payments may be made, at Zanders discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. royalties equal to four percent (4%) of the Net Sales , as such term
is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen Biopharma, Inc. ten percent (10%) of all consideration (in the case of in-kind consideration,
at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which Regen Biopharma, Inc. receives payment pursuant to the terms and conditions of
the Agreement).
Zander
is obligated pay to Regen Biopharma, Inc. minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each
anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual
royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand
US dollars ($10,000).
The Agreement may be terminated by Regen Biopharma, Inc.:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zanders first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement
a patent has not been granted by the United States patent and Trademark Office to Regen Biopharma, Inc. with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen Biopharma, Inc. with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
On
September 28, 2015 Zander caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc
in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander as a license initiation
fee.
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of Regen Biopharma, Inc..
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable and Convertible Notes Payable |
NOTE 7. NOTES
PAYABLE AND CONVERTIBLE NOTES PAYABLE
|
|
September 30, 2014 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
35,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
189,065 |
|
David R. Koos ( Regen)( Note 6) |
|
|
30,168 |
|
The Sherman family Trust |
|
|
125,000 |
|
Total |
|
$ |
379,233 |
|
|
|
September 30, 2015 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
14,000 |
|
Bio Technology Partners Business Trust (Regen) |
|
|
84,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
141,286 |
|
David R. Koos ( Regen)( Note 6) |
|
|
50 |
|
The Sherman family Trust |
|
|
2,000 |
|
Bostonia Partners ( Company) |
|
|
40,000 |
|
Bostonia Partners ( Regen) |
|
|
119,000 |
|
Total |
|
$ |
400,336 |
|
Amounts due to the Biotechnology Partners
Business Trust. are due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. These
amount was loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $500,000 or so much thereof
as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion and pursuant to a
Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may be disbursed to,
or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
All loans to the Company and Regen made
by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate of 15% per annum. These amount was
loaned pursuant to a Line of Credit Promissory Note issued by Regen in the maximum amount of $700,000 or so much thereof as may
be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion and pursuant to a Line of
Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may be disbursed to, or for
the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
All amounts due to the Sherman Family
Trust bear no interest and are due and payable, in whole or in part, at the option of the holder. These amount was loaned
pursuant to a Line of Credit Promissory Note issued by the Company in the maximum amount of $700,000 or so much thereof as may
be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion.
$60,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of
10% per annum
$59,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of
10% per annum.
$40,000
lent to the Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum.
As
of September 30, 2015 the weighted average interest rate on all debt due and payable in one year or less was 11.7% As of September
30, 2014 the weighted average interest rate on all debt due and payable in one year or less was 9.5%
CONVERTIBLE
NOTES PAYABLE SEPTEMBER 30, 2015
|
|
|
|
|
$ |
50,000 |
|
|
Scott Levine |
$ |
10,000 |
|
|
Mike and Ofie Weiner |
$ |
18,400 |
|
|
Mike and Ofie Weiner |
$ |
2,301 |
|
|
Bio Technology Partners Business Trust |
$ |
300,000 |
|
|
Star City Capital, LLC |
$ |
380,701 |
|
|
Total |
$300,000
due and payable to Starcity Capital LLC (Note) bears no interest, is payable on April1, 2016 and permits conversion
at the Holders option into common shares of the Company under the following terms and conditions:
The
Holder of the Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of
the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock")
at a price ("Conversion Price") for each share of Common Stock equal to the greater of
(iii)
fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five
(5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or
(iv)
$0.0001.
Upon
:
(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,
(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.
other
than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added
to such Holders other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Companys
outstanding common stock.
The
issuance of the Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over
the life of the Note.
The
amount by which the instruments as converted value exceeds the principal amount as of September 30, 2015 is $245,454.
$50,000
due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at
$0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made.
$10,000
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made.
$18,400
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.
$2,301
due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common
shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has
been made.
As
of September 30, 2014 the unamortized discount on convertible notes outstanding is $0.
As
of September 30, 2015 the unamortized discount on convertible notes outstanding is $ 149,193.
CONVERTIBLE
NOTES ISSUED BY REGEN BIOPHARMA, INC.
During
the quarter ended March 31, 2015 Regen Biopharma, Inc. issued Convertible Notes ( Notes) with an aggregate face value
of $882,686 . Consideration for these Notes consisted of:
|
(b) |
Satisfaction of $107,686 of existing indebtedness: |
Each
Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears
simple interest at 10% per annum payable quarterly at the demand of the Lender.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( Conversion Price) equivalent to a 65% discount to the lowest Trading Price
(as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete
Trading Day prior to the conversion date. Trading Price means the closing bid price on the Over-the-Counter Bulletin
Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid
price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no
closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market
makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading
Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market
value as mutually determined by Regen and the Lender. Trading Day shall mean any day on which the Common Shares are
tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares
are then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such
Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations,
recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lenders securities.
Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the
Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by Regen Biopharma, Inc. by
the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series A Stock of Regen Biopharma, Inc. for each share of Common Stock received through
conversion.
All
Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible
Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of Regen Biopharma, Inc.s Series A Preferred shares
were issued to Noteholders pursuant to the terms and conditions of the Notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no
explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that
the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma, Inc.s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as
determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on
the balance sheet is adjusted by the change.
Regen
Biopharma, Inc. values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685
was recognized by Regen Biopharma, Inc.. This liability was eliminated prior to the end of Regen Biopharma, Inc.s second
quarter as a result of the full conversion of all Notes prior to the end of Regen Biopharma, Inc.s second quarter.
During
the quarter ended June 30, 2015 the Regen Biopharma, Inc. issued Convertible Notes ( Notes) with an aggregate face
value of $90,000 . Consideration for these Notes consisted of $90,000.
All
or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( Conversion Price) equivalent the lower of (1) a 65% discount to the lowest
Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the
latest complete Trading Day prior to the conversion date. Trading Price means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting
Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security,
the closing bid price of such security on the principal securities
exchange
or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the
foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink
sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in
the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. Trading
Day shall mean any day on which the Common Shares are tradable for any period on the OTCQB, or on the principal securities
exchange or other securities market on which the Common Shares are then being traded. Trading Volume shall mean the
number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted
for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions
and similar events by Regen relating to the Lenders securities.
Or
(2)
$0.03 per share
Principal
and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender.
Upon
expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request
of the Lender, shall remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the
issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration
of the six month subsequent to expiration of the aforementioned Rule 144 holding period.
If
the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall
receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion.
During
the quarter ended June 30, 2015 the Regen issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible
notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible
notes.
Regen
Biopharma, Inc. analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives
and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no
explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that
the conversion features are bifurcated and separately accounted for as an embedded derivative contained in Regen Biopharma, Inc.s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as
determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on
the balance sheet is adjusted by the change.
Regen
values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized
by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability
was eliminated prior to the end of Regens third quarter as a result of the full conversion of these convertible noted prior
to the end of Regens third quarter.
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v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Sep. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
NOTE
9. COMMITMENTS AND CONTINGENCIES
On April 12, 2013 a complaint
(Complaint) was filed in the U.S. District Court Southern District of the State of new York against the Company, the Companys
Chairman and Does 1-50 by Star city Capital, LLC (Plaintiff) alleging securities fraud, common law fraud, negligent
misrepresentation, breach of fiduciary duties and breach of contract in connection with the issuance of. The Plaintiff is also
request declaratory relief from the Court.
The action arises from
the issuance and subsequent cancellation of 103,030,303 of the companys common shares in satisfaction of $17,000 of convertible
indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice sent by them to the Companys
transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate in order that an equivalent number
of shares may be transferred via DWAC to the Plaintiffs stockbroker for the benefit of the Plaintiff. DWAC is the acronym
for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust Company (a.k.a. DTC or CEDE &
CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares to or from the issuers
transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from DTCs book-entry account
on the records of the issuer maintained by the transfer agent.
The Company believes
that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice itself.
The convertible indebtedness
held by the Plaintiff was convertible at Holders demand into the common shares of the Companys stock at a conversion
price per share equal to 55% (the Discount) of the lowest closing bid price for the Companys common stock
during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the Closing Bid Price);
provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holders
brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is
lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall
be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect
such adjusted Purchase Price(Reset). The Company and the Plaintiff had agreed on a limitation on conversion equal
to 9.99% of the Companys outstanding common stock.
On February 2,
2015 Plaintiff and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally resolve the
aforementioned legal action pursuant to the following terms and conditions:
|
(a) |
Within seven business days of the Companys transfer agents receipt of an appropriate opinion of counsel, the Company shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC, 103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute full and complete satisfaction of $17,000 due to Starcity by the Company. |
|
(b) |
The Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (Note) due and payable April 1, 2016. |
The Holder of
this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid to the Company
to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock
(the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to the greater of
|
(i) |
fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or |
Other than as
provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added to such Holders
other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than 9.99% of the Company's outstanding
common stock. Section 5(p) of the Note states that:
Upon :
(i) a transfer
of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification,
capital reorganization or other change or exchange of outstanding shares of the Common Stock, or
(iii) any consolidation
or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger
which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion
or exchange of outstanding shares of Common Stock solely into shares of Common Stock)
then, in each
case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at
the Conversion Price.
In the event that
Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Companys obligations
under this Note shall be terminated, cancelled and relinquished.
On August 21, 2012 the
Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively the PRI
Parties) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen Biopharma, Inc. by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer
of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of Regen and the Company. The sublease
is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.
On
March 20, 2015 Regen Biopharma, Inc. agreed to sublease 199 square feet of laboratory space located at 5310 Eastgate Mall, San
Diego, CA 92121 from Human BioMolecular Research Institute (Sublease Agreement). Pursuant to the terms of the Sublease
Agreement Regen Biopharma, Inc. will pay rent of $400 per month to Human BioMolecular Research Institute (HBRI) .
The term of the sublease shall be from March 9, 2015 to September 8, 2015 (a period of 6 months) and will automatically renew thereafter
for the same 6 month term unless written notice is received by HBRI within 60 days prior to renewal. Regen Biopharma, Inc. terminated
its sublease with Human BioMolecular Research Institute
On
March 20, 2015 Regen Biopharma, Inc entered into a Research Agreement with HBRI wherein HBRI agreed to provide a variety of professional,
scientific and technical services for the proper conduct of research by Regen Biopharma, Inc. and also to make available certain
research equipment to Regen Biopharma, Inc. The term of the agreement shall be from March 9, 2015 to September 8, 2015 (a period
of 6 months) and will automatically renew thereafter for the same 6 month term unless written notice is received by HBRI within
60 days prior to renewal. As consideration Regen Biopharma, Inc shall pay a monthly fee of $2,700 to HBRI over the term of the
agreement. Regen Biopharma, Inc. terminated the aforementioned agreement with Human BioMolecular Research Institute
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v3.3.1.900
Investment Securities
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Investment Securities |
NOTE 10. INVESTMENT
SECURITIES
As
of the quarter ending September 30, 2012 the Company reclassified 66,667 ( retroactively adjusted for reverse stock split.) common
shares of Entest Biomedical, Inc. as Securities Available for Sale from Securities Accounted for under the Equity Method.
On September 28,
2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical,
Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc
as a license initiation fee.
The common shares
of Entest Biomedical, Inc described above constitute the Companys sole investment securities.
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v3.3.1.900
Stock Transactions
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Stock Transactions |
NOTE
12. STOCK TRANSACTIONS
On
October 14, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 44,500 of indebtedness.
On
November 4. 2013 the Company Issued 200,000 Common Shares as consideration for services rendered.
On
November 13, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 12,000 of indebtedness.
On
December 5, 2013 the Company issued 150,000,000 Common Shares in satisfaction of $15,000 of indebtedness.
On
December 12, 2013 the Company issued 30,000,000 of its common shares to a vendor in settlement of a dispute over fees owed between
the vendor and Regen.
On
October 16, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
November 15, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
December 12, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.
On
January 23, 2014 the Company Issued 140,000,000 Common Shares in satisfaction of $ 14,070 of indebtedness.
On
January 28, 2014 the Company Issued 500,000 Common Shares in satisfaction of $ 1,000 of convertible indebtedness.
On
July 1, 2014 the Company issued 45,000,000 common shares for cash consideration of $100,000.
On
August 12, 2014 the Company issued 8,896,797 common shares with a fair value at the time of issuance of $25,800 as consideration
to a consultant
On
August 18, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
On
August 26, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
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v3.3.1.900
Property Dividend
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Property Dividend |
NOTE 13. PROPERTY DIVIDEND
On
March 25, 2014 the Company paid a property dividend of 20,000,000 common shares of Regen Biopharma, Inc. to its shareholders.
This dividend was distributed pro rata to all common and preferred shareholders of record as of March 18, 2014.
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v3.3.1.900
Subsequent Events
|
12 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
NOTE
14. SUBSEQUENT EVENTS
On
October 1, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $ 37,500 of indebtedness.
On
October 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $35,000 of indebtedness.
On
October 31, 2014 the Company Issued 200,000,000 Common Shares in satisfaction of $20,000 of indebtedness.
On
December 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $10,000 of indebtedness.
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
A. BASIS OF ACCOUNTING |
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company
has adopted a September 30 year-end.
|
B. PRINCIPLES OF CONSOLIDATION |
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix
Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (BMSG), Regen BioPharma, Inc., a Nevada
corporation and controlled subsidiary (Regen) and Entest BioMedical, Inc., (Entest), a Nevada corporation which was
a majority owned subsidiary up to February 3, 2011. Significant inter-company transactions have been eliminated.
|
C. USE OF ESTIMATES |
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. All estimates
are of a normal, recurring nature and are required for the fair presentation of the financial statements. Actual results could
differ from those estimates.
|
D. CASH EQUIVALENTS |
D.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
|
E. PROPERTY AND EQUIPMENT |
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that
enhance the value of property and equipment are capitalized.
|
F. FAIR VALUE OF FINANCIAL INSTRUMENTS |
F.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy
requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs
required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities.
The
Companys financial instruments as of September 30, 2015 consisted of Securities Available for Sale consisting of 8066667
shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 . The fair value of Securities
Available for sale as of September 30, 2015 were valued according to the Level 1 input. The carrying amount of the financial instruments
is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3
input.
|
G. INCOME TAXES |
G.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of
limitations for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such
adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2015 the Company had no uncertain tax positions, and will
continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
|
H. BASIC EARNINGS (LOSS) PER SHARE |
H.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are the
same as basic earnings per share.
|
I. ADVERTISING |
I.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarter ended September
30, 2015 and the year ended September 30, 2014 respectively.
|
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v3.3.1.900
Income Taxes (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Deferred tax assets |
As of September
30, 2015
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
10,647,527 |
|
Other |
|
|
-0- |
|
Gross deferred tax assets |
|
|
10,647,527 |
|
Valuation allowance |
|
|
(10,647,527 |
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
-0- |
|
|
X |
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v3.3.1.900
Notes Payable and Convertible Notes Payable (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Notes Payable |
|
|
September 30, 2014 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
35,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
189,065 |
|
David R. Koos ( Regen)( Note 6) |
|
|
30,168 |
|
The Sherman family Trust |
|
|
125,000 |
|
Total |
|
$ |
379,233 |
|
|
|
September 30, 2015 |
|
|
|
|
|
Bio Technology Partners Business Trust (Company) |
|
|
14,000 |
|
Bio Technology Partners Business Trust (Regen) |
|
|
84,000 |
|
David R. Koos ( Company)( Note 6) |
|
|
141,286 |
|
David R. Koos ( Regen)( Note 6) |
|
|
50 |
|
The Sherman family Trust |
|
|
2,000 |
|
Bostonia Partners ( Company) |
|
|
40,000 |
|
Bostonia Partners ( Regen) |
|
|
119,000 |
|
Total |
|
$ |
400,336 |
|
|
Convertible Notes Payable |
|
|
|
|
|
$ |
50,000 |
|
|
Scott Levine |
$ |
10,000 |
|
|
Mike and Ofie Weiner |
$ |
18,400 |
|
|
Mike and Ofie Weiner |
$ |
2,301 |
|
|
Bio Technology Partners Business Trust |
$ |
300,000 |
|
|
Star City Capital, LLC |
$ |
380,701 |
|
|
Total |
|
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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
12 Months Ended |
|
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Apr. 01, 2016 |
Jul. 03, 2006 |
Accounting Policies [Abstract] |
|
|
|
|
Acquired share capital of Bio-Maxtrix Scientific Gruop, Inc. |
|
|
|
100.00%
|
Consideration of shares of common stock of the Company |
|
|
|
10,000,000
|
Cancelation of shares of the Company owned and held by John Lauring |
|
|
|
10,000,000
|
Percent of voting capital stock of the Company held by former stockholder of BMSG |
|
|
|
80.00%
|
Equity in Regen BioPharma, Inc. |
18.30%
|
|
|
|
Voting power of Regen BioPharma, Inc. |
70.00%
|
|
|
|
Shares of Entest BioMedical, Inc. for Securities Available for Sale |
8,066,667
|
|
|
|
Note Receivable from Entest Biomedical, Inc. |
|
|
$ 52,500
|
|
Valuation allowance |
100.00%
|
|
|
|
Advertising expenses |
$ 0
|
$ 0
|
|
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Going Concern (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
110 Months Ended |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
|
Non-cash gain upon deconsolidation ofEntest Biomedical, Inc. |
|
|
|
|
$ 41,645,688
|
Net Losses |
|
|
|
|
31,277,641
|
Equity in Net Losses of Entest Biomedical, Inc. |
|
|
|
|
$ 663,649
|
Net borrowings |
|
|
|
$ 116,861
|
|
Issuance of convetible debt by Regen Biopharma Inc.; Value |
|
$ 90,000
|
$ 775,000
|
|
|
Stock issued during period, shares |
333,333
|
|
|
|
|
Stock issued during period, value |
$ 50,000
|
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Income Taxes (Details Narrative)
|
12 Months Ended |
Sep. 30, 2015
USD ($)
|
Income Tax Disclosure [Abstract] |
|
Deferred tax asset |
$ 10,647,527
|
Net operating loss carry forwards |
31,316,257
|
Amount of NOL acuired in reverse aquisition fo BMSG |
38,616
|
Amount of NOL attributable to Bio-Matrix Scientific Group, Inc, BMSG and Regen. |
$ 31,277,641
|
Federal Corporate income tax Rate |
34.00%
|
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Related Party Transactions (Details Narrative) - USD ($)
|
12 Months Ended |
|
Sep. 30, 2015 |
Sep. 28, 2015 |
License fee |
$ 100,000
|
|
Royalties, receivable |
$ 10,000
|
|
Royalties receivable, percentage |
4.00%
|
|
Stock received as license initiian fee, shares |
|
8,000,000
|
Stock received as license initiation fee, value |
|
$ 100,000
|
David R. Koos |
|
|
Interest rate of note receivable |
15.00%
|
|
Notes payable to related party |
$ 141,286
|
|
Regen, David R. Koos |
|
|
Interest rate of note receivable |
15.00%
|
|
Notes payable to related party |
$ 50
|
|
Regen |
|
|
Interest rate of note receivable |
10.00%
|
|
Notes payable to related party |
$ 12,051
|
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Notes Payable and Convertible Notes Payable - Notes Payable (Details) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Notes Payable |
$ 400,336
|
|
Bio Technology Partners Business Trust (Company) |
|
|
Notes Payable |
14,000
|
$ 35,000
|
David R. Koos (Company) |
|
|
Notes Payable |
141,286
|
189,065
|
David R. Koos (Regen) |
|
|
Notes Payable |
50
|
30,168
|
The Sherman Family Trust |
|
|
Notes Payable |
2,000
|
$ 125,000
|
Bio Technology Partners Business Trust (Regen) |
|
|
Notes Payable |
84,000
|
|
Bostonia Partners (Company) |
|
|
Notes Payable |
40,000
|
|
Bostonia Partners (Regen) |
|
|
Notes Payable |
$ 119,000
|
|
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v3.3.1.900
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($)
|
3 Months Ended |
12 Months Ended |
|
|
Jun. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Apr. 01, 2016 |
Sep. 30, 2014 |
Interest rate on notes payable |
|
|
11.70%
|
|
9.50%
|
Note receivable |
|
|
|
$ 52,500
|
|
Unamortized discount |
|
|
$ 149,193
|
|
|
Convertible notes issued |
|
|
$ 300,000
|
$ 300,000
|
|
Regen |
|
|
|
|
|
Convertible note |
|
$ 882,686
|
|
|
|
Convertible note issued for cash |
|
775,000
|
|
|
|
Convertible note issued for idebtedness |
|
$ 107,686
|
|
|
|
Convertible note, interest rate |
|
10.00%
|
|
|
|
Aggregate derivative liability |
$ 350,666
|
$ 2,368,685
|
|
|
|
Convertible notes issued |
$ 90,000
|
|
|
|
|
Regen | Series AAA |
|
|
|
|
|
Stock issued |
3,214,285
|
31,538,862
|
|
|
|
Regen | Common Stock |
|
|
|
|
|
Stock issued |
|
31,539,262
|
|
|
|
Regen | Common Stock |
|
|
|
|
|
Stock issued |
3,214,285
|
|
|
|
|
The Sherman Family Trust |
|
|
|
|
|
Interest rate on notes payable |
|
|
0.00%
|
|
|
Line of credit |
|
|
$ 700,000
|
|
|
Bio Technology Partners Business Trust |
|
|
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Line of credit |
|
|
$ 500,000
|
|
|
David Koos |
|
|
|
|
|
Interest rate on notes payable |
|
|
15.00%
|
|
|
Line of credit |
|
|
$ 700,000
|
|
|
Due Sept. 16, 2016 |
|
|
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Note receivable |
|
|
$ 60,000
|
|
|
Due Sept. 22, 2016 |
|
|
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Note receivable |
|
|
$ 59,000
|
|
|
Bostonia Partners |
|
|
|
|
|
Related party note payable |
|
|
$ 40,000
|
|
|
Interest rate on notes payable |
|
|
10.00%
|
|
|
Star City Capital LLC |
|
|
|
|
|
Related party note payable |
|
|
$ 300,000
|
|
|
Conversion terms |
|
|
(iii) fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or (iv) $0.0001. Upon : (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) then, in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the Conversion Price. other than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added to such Holders other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Companys outstanding common stock.
|
|
|
Conversion price |
|
|
$ .0001
|
|
|
Amount by which the instrument ecxeeds the principal amount |
|
|
$ 245,454
|
|
|
Scott Levine |
|
|
|
|
|
Related party note payable |
|
|
$ 50,000
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Due Mar. 3, 2010 |
|
|
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Line of credit |
|
|
$ 10,000
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
Due Dec. 28, 2009 | Mike and Ofie Weiner |
|
|
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Line of credit |
|
|
$ 18,400
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
Due Nov. 26, 2009 |
|
|
|
|
|
Interest rate on notes payable |
|
|
12.00%
|
|
|
Line of credit |
|
|
$ 2,301
|
|
|
Conversion price |
|
|
$ 0.15
|
|
|
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v3.3.1.900
Stockholders Equity (Details Narrative) - $ / shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
20,000,000
|
20,000,000
|
Preferred stock; shares issued |
2,063,821
|
2,063,821
|
Preferred stock; shares outstanding |
2,063,821
|
2,063,821
|
Common stock; par value |
$ 0.0001
|
$ 0.0001
|
Common Stock; shares authorized |
5,000,000,000
|
5,000,000,000
|
Common stock; shares issued |
4,232,931,345
|
3,079,900,942
|
Common stock; shares outstanding |
4,232,931,345
|
3,079,900,942
|
Series AAA |
|
|
Preferred stock; par value |
$ 0.0001
|
|
Preferred stock; shares authorized |
1,000,000
|
|
Preferred stock; shares issued |
40,000
|
|
Preferred stock; shares outstanding |
40,000
|
|
Non Voting Preferred Stock |
|
|
Preferred stock; par value |
$ 1.00
|
|
Preferred stock; shares authorized |
200,000
|
|
Preferred stock; shares issued |
0
|
|
Preferred stock; shares outstanding |
0
|
|
Series AA |
|
|
Preferred stock; par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock; shares authorized |
|
100,000
|
Preferred stock; shares issued |
94,852
|
94,852
|
Preferred stock; shares outstanding |
94,852
|
94,852
|
Series B Preferred Stock |
|
|
Preferred stock; par value |
$ .0001
|
|
Preferred stock; shares issued |
725,409
|
|
Preferred stock; shares outstanding |
725,409
|
|
X |
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v3.3.1.900
Commitments and Contingencies (Details Narrative)
|
|
1 Months Ended |
12 Months Ended |
|
|
|
Feb. 09, 2015
USD ($)
|
Aug. 31, 2012
USD ($)
|
Sep. 30, 2015
USD ($)
ft²
|
Sep. 30, 2015
USD ($)
ft²
|
Apr. 01, 2016
USD ($)
|
Feb. 02, 2015
shares
|
Apr. 12, 2013
USD ($)
shares
|
Cancellation of company common shares held by Plaintiff | shares |
|
|
|
|
|
|
103,030,303
|
Satisfaction of convertible indebtedness held by Plaintiff |
|
|
|
|
|
|
$ 17,000
|
Limitation on conversion of outstanding common stock |
|
|
|
|
|
|
9.99%
|
Common shares deliverable to Star City | shares |
|
|
|
|
|
103,030,303
|
|
Satisfaction agreement amount |
$ 17,000
|
$ 1,000
|
|
|
|
|
|
Convertible note amount |
|
|
$ 300,000
|
$ 300,000
|
$ 300,000
|
|
|
Convertible note terms |
The Holder of
this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid to the Company
to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock
(the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to the greater of
(i) fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or
(ii) $0.0001.
|
|
|
|
|
|
|
Note receivable from Star City |
|
|
|
|
$ 52,500
|
|
|
Office Space |
|
|
|
|
|
|
|
Rental space | ft² |
|
|
2,300
|
|
|
|
|
Monthly Fee |
|
|
$ 5,000
|
|
|
|
|
Laboratory Space |
|
|
|
|
|
|
|
Rental space | ft² |
|
|
|
199
|
|
|
|
Monthly Fee |
|
|
|
$ 400
|
|
|
|
Research Agreement |
|
|
|
|
|
|
|
Monthly Fee |
|
|
|
$ 2,700
|
|
|
|
X |
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v3.3.1.900
Stock Transactions (Details Narrative) - USD ($)
|
12 Months Ended |
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Mar. 17, 2015 |
Stock issued for services, value |
|
$ 26,180
|
|
Stock issued in satisfaction of indebtedness, shares |
1,153,030,303
|
|
|
Stock issued in satisfaction of indebtedness, value |
$ 174,500
|
|
|
Regen |
|
|
|
Stock issued for cash, shares |
666,666
|
|
|
Stock issued for cash, value |
$ 33,333
|
|
|
Stock issued for services, shares |
1,425,808
|
|
|
Stock issued for services, value |
$ 307,956
|
|
|
Stock issued as Restricted Stock Awards |
25,000,000
|
|
|
Stock issued in satisfaction of indebtedness, shares |
35,753,547
|
|
|
Stock issued in satisfaction of indebtedness, value |
$ 1,003,575
|
|
|
Regen | Series AAA |
|
|
|
Stock issued for cash, shares |
333,333
|
|
|
Stock issued for cash, value |
$ 16,667
|
|
|
Stock issued for services, shares |
4,500,000
|
|
|
Stock issued as Restricted Stock Awards |
10,000,000
|
|
|
Stock dividend |
10,395,217
|
|
|
Stock dividend terms |
Common
shareholders received one share of Series A Preferred Stock for every 10 shares
of Regen Biopharma, Inc. common Stock owned as of the Record Date.
|
|
|
Stock issued convertible note |
34,753,547
|
|
|
Stock issued for patents |
|
|
$ 1,000,000
|
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v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
|
12 Months Ended |
|
|
|
|
|
|
|
Sep. 30, 2015 |
Dec. 29, 2015 |
Dec. 15, 2015 |
Nov. 20, 2015 |
Nov. 13, 2015 |
Oct. 28, 2015 |
Oct. 02, 2015 |
Sep. 30, 2014 |
Common stock issued for debt, Shares |
|
|
273,476,806
|
|
|
|
3,862,657,778
|
|
Common stock issued for debt, Amount |
|
|
$ 30,082
|
|
|
|
$ 63,138
|
|
Common stock, Par value |
$ 0.0001
|
|
|
|
|
|
|
$ 0.0001
|
Common stock, authorized |
5,000,000,000
|
|
|
|
|
|
|
5,000,000,000
|
Preferred stock, par value |
$ 0.0001
|
|
|
|
|
|
|
$ 0.0001
|
Preferred stock, authorized |
20,000,000
|
|
|
|
|
|
|
20,000,000
|
Regen |
|
|
|
|
|
|
|
|
Stock issued for cash, shares |
|
4,000,000
|
|
2,200,000
|
|
3,333,334
|
|
|
Stock issued for cash, value |
|
$ 100,000
|
|
$ 55,000
|
|
$ 166,666
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
Common stock, Par value |
|
|
|
|
$ 0.0001
|
|
|
|
Common stock, authorized |
|
|
|
|
8,000,000,000
|
|
|
|
Preferred stock, par value |
|
|
|
|
$ 0.0001
|
|
|
|
Preferred stock, authorized |
|
|
|
|
20,000,000
|
|
|
|
Non Voting Preferred Stock |
|
|
|
|
|
|
|
|
Preferred stock, par value |
$ 1.00
|
|
|
|
|
|
|
|
Preferred stock, authorized |
200,000
|
|
|
|
|
|
|
|
Convertible stock conversion features |
Non Voting Convertible Preferred Stock shall convert at
the option of the holder into shares of the corporationâs common stock at a
conversion price equal to seventy percent (70%) of the lowest Closing Price for
the five (5) trading days immediately preceding written receipt by the
corporation of the holderâs intent to convert.
|
|
|
|
|
|
|
|
Series AAA |
|
|
|
|
|
|
|
|
Stock issued for cash, shares |
|
4,000,000
|
|
2,200,000
|
|
|
|
|
Stock issued for cash, value |
|
$ 100,000
|
|
$ 55,000
|
|
|
|
|
Stock issued during period for services, shares |
|
|
|
400,000
|
|
|
|
|
Series AAA | Regen |
|
|
|
|
|
|
|
|
Stock issued for cash, shares |
|
|
|
|
|
1,666,667
|
|
|
Stock issued for cash, value |
|
|
|
|
|
$ 83,333
|
|
|
Stock issued per employment agreement, shares |
|
|
|
|
|
11,000,000
|
|
|
X |
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