ITEM
4.02 Non-Reliance on Previously Issued Financial Statements.
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended March 31, 2015 filed with the Company’s
Form 10-Q for the quarter ended March 31, 2015 should not be relied upon.
The
Company determined that the recognition of $8,179,432 of expenses recognized during the quarter ended March 31, 2015 resulting
from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should
not have been recognized.
The
following tables reflect the corrections:
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
Adjustments
|
|
As of
|
|
|
March
31, 2015
|
|
|
|
March
31, 2015
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
as restated
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
521,974
|
|
|
|
|
|
|
|
521,974
|
|
Note
Receivable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Accrued
Interest Receivable
|
|
|
784
|
|
|
|
|
|
|
|
784
|
|
Total
Current Assets
|
|
|
534,809
|
|
|
|
|
|
|
|
534,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
534,809
|
|
|
|
|
|
|
|
534,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Accounts
payable
|
|
|
16,207
|
|
|
|
|
|
|
|
16,207
|
|
Notes
Payable
|
|
|
133,751
|
|
|
|
|
|
|
|
133,751
|
|
Accrued
payroll taxes
|
|
|
2,976
|
|
|
|
|
|
|
|
2,976
|
|
Accrued
Interest
|
|
|
14,635
|
|
|
|
|
|
|
|
14,635
|
|
Accrued
Reent
|
|
|
5,000
|
|
|
|
|
|
|
|
5,000
|
|
Accrued
Payroll
|
|
|
7,501
|
|
|
|
|
|
|
|
7,501
|
|
Total
Current Liabilities
|
|
|
180,070
|
|
|
|
|
|
|
|
180,070
|
|
Total
Liabilities
|
|
|
180,070
|
|
|
|
|
|
|
|
180,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
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|
|
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|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
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|
|
|
|
|
|
|
|
|
|
109,310,811 issued
and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
march
31, 2015, 2014 and 51,907,917 shares issuedand outstanding September 30, 2014
|
|
|
10,932
|
|
|
|
|
|
|
|
10,932
|
|
Preferred
Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2015 and September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
5,714
|
|
|
|
|
|
|
|
5,714
|
|
90,000,000
Authorized and 0 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
57,134,
079 and 0 outstanding as of March 31, 2105 and September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 and 0 outstanding as of March 31, 2015
|
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|
|
|
|
|
|
|
|
|
|
|
and
September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
9,905,102
|
|
|
|
(8,179,432
|
)
|
|
|
1,725,670
|
|
Contributed
Capital
|
|
|
743,658
|
|
|
|
|
|
|
|
743,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(10,310,670
|
)
|
|
|
8,179,432
|
|
|
|
(2,131,238
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
354,739
|
|
|
|
|
|
|
|
354,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
534,809
|
|
|
|
|
|
|
|
534,809
|
|
REGEN BIOPHARMA , INC.
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
|
Adjustments
|
|
|
|
Three
months ended
|
|
|
|
Six
Months ended
|
|
|
|
Adjustments
|
|
|
|
Six
Months ended
|
|
|
|
|
March
31, 2015
|
|
|
|
|
|
|
|
March
31, 2015
|
|
|
|
March
31, 2015
|
|
|
|
|
|
|
|
March
31, 2015
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
as
restated
|
|
|
|
|
|
|
|
|
|
|
|
as
restated
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
22,969
|
|
|
|
|
|
|
|
22,969
|
|
|
|
25,206
|
|
|
|
|
|
|
|
25,206
|
|
General
and Administrative
|
|
|
303,536
|
|
|
|
|
|
|
|
303,536
|
|
|
|
442,989
|
|
|
|
|
|
|
|
442,989
|
|
Consulting
and Professional Fees
|
|
|
279,913
|
|
|
|
|
|
|
|
279,913
|
|
|
|
339,761
|
|
|
|
|
|
|
|
339,761
|
|
Rent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
|
|
26,871
|
|
|
|
|
|
|
|
26,871
|
|
Total
Costs and Expenses
|
|
|
621,419
|
|
|
|
|
|
|
|
621,419
|
|
|
|
834,828
|
|
|
|
|
|
|
|
834,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(621,419
|
)
|
|
|
|
|
|
|
(621,419
|
)
|
|
|
(834,828
|
)
|
|
|
|
|
|
|
(834,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
291
|
|
|
|
|
|
|
|
291
|
|
|
|
551
|
|
|
|
|
|
|
|
551
|
|
Interest
Expense
|
|
|
(9,188
|
)
|
|
|
|
|
|
|
(9,188
|
)
|
|
|
(15,230
|
)
|
|
|
|
|
|
|
(15,230
|
)
|
Capital
contribution tp parent
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(8,179,432
|
)
|
|
|
8,179,432
|
|
|
|
0
|
|
|
|
(8,179,432
|
)
|
|
|
8,179,432
|
|
|
|
0
|
|
Preferred
shares issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
(3,154
|
)
|
|
|
|
|
|
|
(3,154
|
)
|
|
|
(3,154
|
)
|
|
|
|
|
|
|
(3,154
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(8,191,483
|
)
|
|
|
|
|
|
|
(12,051
|
)
|
|
|
(8,197,265
|
)
|
|
|
|
|
|
|
(17,833
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(8,812,901
|
)
|
|
|
|
|
|
|
(633,470
|
)
|
|
|
(9,032,092
|
)
|
|
|
|
|
|
|
(852,660
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.1224
|
)
|
|
|
|
|
|
|
(0.0088
|
)
|
|
|
(0.0970
|
)
|
|
|
|
|
|
|
(0.0092
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
71,986,230
|
|
|
|
|
|
|
|
71,986,230
|
|
|
|
93,139,424
|
|
|
|
|
|
|
|
93,139,424
|
|
SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended
|
|
Adjustments
|
|
Six
Months Ended
|
|
|
|
|
March
31, 2015
|
|
|
|
March
31, 2015
|
|
|
|
|
|
|
|
|
as
restated
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
|
|
|
|
$
|
(9,032,092
|
)
|
|
$
|
8,179,432
|
|
|
$(852,660)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued for Expenses
|
|
|
|
|
|
$
|
100
|
|
|
|
|
|
|
$100
|
Preferred
Stock issued for interest
|
|
|
|
|
|
$
|
891
|
|
|
|
|
|
|
$891
|
Common
Stock issued for expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued pursuant to contractual obligations
|
|
|
|
|
|
$
|
3,154
|
|
|
|
|
|
|
$3,154
|
Common
Stock issued to Consultants
|
|
|
|
|
|
$
|
226,177
|
|
|
|
|
|
|
$226,177
|
Preferred
Stock issued to Consultants
|
|
|
|
|
|
$
|
420
|
|
|
|
|
|
|
$420
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
|
|
|
|
$
|
12,902
|
|
|
|
|
|
|
$12,902
|
(Increase)
Decrease in Notes Receivable
|
|
|
|
|
|
$
|
(1,629
|
)
|
|
|
|
|
|
$(1,629)
|
(Increase)
Decrease in Interest Receivable
|
|
|
|
|
|
$
|
(551
|
)
|
|
|
|
|
|
$(551)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
|
|
|
$
|
(6,137
|
)
|
|
|
|
|
|
$(6,137)
|
Increase
(Decrease) in accrued Expenses
|
|
|
|
|
|
$
|
19,437
|
|
|
|
|
|
|
$19,437
|
Net Cash Provided by
(Used in) Operating Activities
|
|
|
|
|
|
$
|
(8,777,329
|
)
|
|
|
|
|
|
$(597,897)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
Increase
in Contributed Capital
|
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
85,000
|
Increase
( Decrease) in Notes Payable
|
|
|
|
|
|
|
19,582
|
|
|
|
|
|
|
19,582
|
Increase
in Convertible Notes payable
|
|
|
|
|
|
|
882,686
|
|
|
|
|
|
|
882,686
|
Increase
in issuance of stock below fair value
|
|
|
|
|
|
|
8,179,432
|
|
|
|
(8,179,432
|
)
|
|
(0)
|
Increase
in Additional Paid in Capital
|
|
|
|
|
|
|
132,603
|
|
|
|
|
|
|
132,603
|
Net Cash Provided by (Used in) Financing Activities
|
|
|
|
|
|
|
9,299,303
|
|
|
|
|
|
|
1,119,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
|
|
|
|
$
|
521,974
|
|
|
|
|
|
|
$521,974.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
|
|
|
|
$
|
521,974
|
|
|
|
|
|
|
$521,974
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended June 30, 2015 filed with the Company’s
Form 10-Q for the quarter ended June 30, 2015 should not be relied upon.
The
Company determined that $730,000 of expenses recognized during the quarter ended June 30, 2015 resulting from the issuance for
less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.
The
following tables reflect the corrections:
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
adjustments
|
|
As of
|
|
|
June
30, 2015
|
|
|
|
June
30, 2015
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
restated
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
208,582
|
|
|
|
|
|
|
|
208,582
|
|
Note
Receivable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
6,289
|
|
|
|
|
|
|
|
6,289
|
|
Accrued
Interest Receivable
|
|
|
1,081
|
|
|
|
|
|
|
|
1,081
|
|
Total
Current Assets
|
|
|
228,003
|
|
|
|
|
|
|
|
228,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
228,003
|
|
|
|
|
|
|
|
228,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
1,190
|
|
|
|
|
|
|
|
1,190
|
|
Notes
Payable
|
|
|
103,751
|
|
|
|
|
|
|
|
103,751
|
|
Accrued
payroll taxes
|
|
|
6,692
|
|
|
|
|
|
|
|
6,692
|
|
Accrued
Interest
|
|
|
18,147
|
|
|
|
|
|
|
|
18,147
|
|
Accrued
Rent
|
|
|
5,000
|
|
|
|
|
|
|
|
5,000
|
|
Accrued
Payroll
|
|
|
10,501
|
|
|
|
|
|
|
|
10,501
|
|
Total
Current Liabilities
|
|
|
145,281
|
|
|
|
|
|
|
|
145,281
|
|
Total
Liabilities
|
|
|
145,281
|
|
|
|
|
|
|
|
145,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
113,525,096
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
June
30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014
|
|
|
11,353
|
|
|
|
|
|
|
|
11,353
|
|
Preferred
Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
June
30, 2015 and September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
6,055
|
|
|
|
|
|
|
|
6,055
|
|
90,000,000
Authorized and 0 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
60,548,364
and 0 outstanding as of June 30, 2105 and September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 and 0 outstanding as of June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
and
September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
11,209,694
|
|
|
|
(8,909,432
|
)
|
|
|
2,300,262
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(11,873,041
|
)
|
|
|
8,909,432
|
|
|
|
(2,963,609
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
82,722
|
|
|
|
|
|
|
|
82,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
228,003
|
|
|
|
|
|
|
|
228,003
|
|
REGEN BIOPHARMA , INC.
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
|
adjustments
|
|
|
|
Three
months ended
|
|
|
|
Nine
Months Ended
|
|
|
|
adjustments
|
|
|
|
Nine
Months Ended
|
|
|
|
|
June
30, 2015
|
|
|
|
|
|
|
|
June
30, 2015
|
|
|
|
June
30, 2015
|
|
|
|
|
|
|
|
June
30, 2015
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
(as
restated)
|
|
|
|
|
|
|
|
|
|
|
|
(as
restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
68,081
|
|
|
|
|
|
|
|
68,081
|
|
|
|
93,287
|
|
|
|
|
|
|
|
93,287
|
|
General
and Administrative
|
|
|
463,765
|
|
|
|
|
|
|
|
463,765
|
|
|
|
906,754
|
|
|
|
|
|
|
|
906,754
|
|
Consulting
and Professional Fees
|
|
|
73,364
|
|
|
|
|
|
|
|
73,364
|
|
|
|
413,125
|
|
|
|
|
|
|
|
413,125
|
|
Rent
|
|
|
16,200
|
|
|
|
|
|
|
|
16,200
|
|
|
|
43,071
|
|
|
|
|
|
|
|
43,071
|
|
Total
Costs and Expenses
|
|
|
621,410
|
|
|
|
|
|
|
|
621,410
|
|
|
|
1,456,238
|
|
|
|
|
|
|
|
1,456,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(621,410
|
)
|
|
|
|
|
|
|
(621,410
|
)
|
|
|
(1,456,238
|
)
|
|
|
|
|
|
|
(1,456,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
297
|
|
|
|
|
|
|
|
297
|
|
|
|
848
|
|
|
|
|
|
|
|
848
|
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(3,512
|
)
|
|
|
|
|
|
|
(3,512
|
)
|
|
|
(18,742
|
)
|
|
|
|
|
|
|
(18,742
|
)
|
Capital
contribution to parent
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(937,425
|
)
|
|
|
730,000
|
|
|
|
(207,425
|
)
|
|
|
(9,116,857
|
)
|
|
|
8,909,432
|
|
|
|
(207,425
|
)
|
Preferred
shares issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
(321
|
)
|
|
|
|
|
|
|
(321
|
)
|
|
|
(3,475
|
)
|
|
|
|
|
|
|
(3,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(940,961
|
)
|
|
|
|
|
|
|
(210,961
|
)
|
|
|
(9,138,226
|
)
|
|
|
|
|
|
|
(228,794
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(1,562,371
|
)
|
|
|
|
|
|
|
(832,371
|
)
|
|
|
(10,594,463
|
)
|
|
|
|
|
|
|
(1,685,032
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.0141
|
)
|
|
|
|
|
|
|
(0.0075
|
)
|
|
|
(0.1333
|
)
|
|
|
|
|
|
|
(0.0212
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
110,648,054
|
|
|
|
|
|
|
|
110,648,054
|
|
|
|
79,454,728
|
|
|
|
|
|
|
|
79,454,728
|
|
SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended
|
|
Adjustments
|
|
Nine Months
Ended
|
|
|
June
30,
2015
|
|
|
|
June
30,
2015
|
|
|
|
|
|
|
Restated
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
$
|
(10,594,463
|
)
|
|
|
8909432
|
|
|
|
(1,685,032
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued for Expenses
|
|
$
|
100
|
|
|
|
|
|
|
|
100
|
|
Predrred
Stock issued for interest
|
|
$
|
891
|
|
|
|
|
|
|
|
891
|
|
Common
Stock issued for expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued pursuant to contractual obligations
|
|
$
|
3,475
|
|
|
|
|
|
|
|
3,475
|
|
Common
Stock issued to Consultants
|
|
$
|
226,177
|
|
|
|
|
|
|
|
226,177
|
|
Preferred
Stock issued to Consultants
|
|
$
|
440
|
|
|
|
|
|
|
|
440
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
$
|
(2,115
|
)
|
|
|
|
|
|
|
(2,115
|
)
|
(Increase)
Decrease in Notes Receivable
|
|
$
|
(1,629
|
)
|
|
|
|
|
|
|
(1,629
|
)
|
(Increase)
Decrease in Interest Receivable
|
|
$
|
(848
|
)
|
|
|
|
|
|
|
(848
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
$
|
(6,137
|
)
|
|
|
|
|
|
|
(6,137
|
)
|
Increase
(Decrease) in accrued Expenses
|
|
$
|
29,665
|
|
|
|
|
|
|
|
29,665
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
$
|
(6,289
|
)
|
|
|
|
|
|
|
(6,289
|
)
|
Increase
in issuance of stock below fair value
|
|
$
|
9,116,857
|
|
|
|
(8,909,432
|
)
|
|
|
207,425
|
|
Increase
in Additional Paid in Capital
|
|
$
|
380,191
|
|
|
|
|
|
|
|
380,191
|
|
Net Cash Provided by
(Used in) Operating Activities
|
|
$
|
(853,686
|
)
|
|
|
|
|
|
|
(853,685
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Increase
in Contributed Capital
|
|
|
70,000
|
|
|
|
|
|
|
|
70,000
|
|
Increase
( Decrease) in Notes Payable
|
|
|
19,582
|
|
|
|
|
|
|
|
19,582
|
|
Increase
in Convertible Notes payable
|
|
|
972,686
|
|
|
|
|
|
|
|
972,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by
(Used in) Financing Activities
|
|
|
1,062,268
|
|
|
|
|
|
|
|
1,062,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
$
|
208,582
|
|
|
|
|
|
|
|
208,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
208,582
|
|
|
|
|
|
|
|
208,583
|
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations, Statement of Shareholder’s Equity, Statement of Comprehensive Income and Statement
of Cash Flow for the year ended September 30, 2015 filed with the Company’s Form 10-K for the year ended September 30, 2015
should not be relied upon.
The
Company determined that the recognition of $ 8,984,432 of expenses recognized during the year ended September 30, 2015 resulting
from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should
not have been recognized.
The
following tables reflect the corrections:
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of
|
|
Amendments
|
|
As
of
|
|
|
September
30, 2015
|
|
|
|
September
30, 2015
|
|
|
|
|
|
|
(Restated)
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
Note
Receivable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
10,000
|
|
|
|
|
|
|
|
10,000
|
|
Accrued
Interest Receivable
|
|
|
1,381
|
|
|
|
|
|
|
|
1,381
|
|
Total
Current Assets
|
|
|
62,052
|
|
|
|
|
|
|
|
62,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale Securities
|
|
|
158,400
|
|
|
|
|
|
|
|
158,400
|
|
Total
Other Assets
|
|
|
158,400
|
|
|
|
|
|
|
|
158,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
220,452
|
|
|
|
|
|
|
|
220,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
25,854
|
|
|
|
|
|
|
|
25,854
|
|
Notes
Payable
|
|
|
222,751
|
|
|
|
|
|
|
|
222,751
|
|
Accrued
payroll taxes
|
|
|
1,940
|
|
|
|
|
|
|
|
1,940
|
|
Accrued
Interest
|
|
|
21,093
|
|
|
|
|
|
|
|
21,093
|
|
Accrued
Rent
|
|
|
10,000
|
|
|
|
|
|
|
|
10,000
|
|
Accrued
Payroll
|
|
|
36,001
|
|
|
|
|
|
|
|
36,001
|
|
Total
Current Liabilities
|
|
|
317,639
|
|
|
|
|
|
|
|
317,639
|
|
Total
Liabilities
|
|
|
317,639
|
|
|
|
|
|
|
|
317,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
114,753,938
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2015 and 51,907,917 shares issued and outstanding September 30, 2014
|
|
|
11,474
|
|
|
|
|
|
|
|
11,474
|
|
Preferred
Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2015 and September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
6,098
|
|
|
|
|
|
|
|
6,098
|
|
90,000,000
Authorized and 0 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
60,981,697
and 0 outstanding as of September 30, 2105 and September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 and 0 outstanding as of September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
and
September 30, 2014 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
11,663,905
|
|
|
|
(8,984,432
|
)
|
|
|
2,679,473
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(12,473,725
|
)
|
|
|
8,984,432
|
|
|
|
(3,489,293
|
)
|
Accumulated
Other Comprehensive Income
|
|
|
(33,600
|
)
|
|
|
|
|
|
|
(33,600
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
(97,187
|
)
|
|
|
|
|
|
|
(97,187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
220,452
|
|
|
|
|
|
|
|
220,452
|
|
REGEN
BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT
OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
|
September
30, 2015
|
|
|
|
Adjustments
|
|
|
|
September
30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated
|
|
REVENUES
|
|
|
192,000
|
|
|
|
|
|
|
|
192,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
282,295
|
|
|
|
|
|
|
|
282,295
|
|
General
and Administrative
|
|
|
1,314,208
|
|
|
|
|
|
|
|
1,314,208
|
|
Consulting
and Professional Fees
|
|
|
516,701
|
|
|
|
|
|
|
|
516,701
|
|
Rent
|
|
|
58,071
|
|
|
|
|
|
|
|
58,071
|
|
Total
Costs and Expenses
|
|
|
2,171,276
|
|
|
|
|
|
|
|
2,171,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
LOSS
|
|
|
(1,979,276
|
)
|
|
|
|
|
|
|
(1,979,276
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME & (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
1,148
|
|
|
|
|
|
|
|
1,148
|
|
Refunds
of amounts previously paid
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Interest
Expense
|
|
|
(21,688
|
)
|
|
|
|
|
|
|
(21,688
|
)
|
Capital
contribution tp parent
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(9,191,857
|
)
|
|
|
8,984,432
|
|
|
|
(207,425
|
)
|
Preferred
shres issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
(3,475
|
)
|
|
|
|
|
|
|
(3,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
OTHER INCOME (EXPENSE)
|
|
|
(9,215,872
|
)
|
|
|
|
|
|
|
(231,440
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
|
(11,195,147
|
)
|
|
|
|
|
|
|
(2,210,715
|
)
|
BASIC
AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS
(LOSS) PER SHARE
|
|
|
(0.1270
|
)
|
|
|
|
|
|
|
(0.0251
|
)
|
WEIGHTED
AVERAGE NUMBER OF COMMON
|
|
|
88,185,098
|
|
|
|
|
|
|
|
88,185,098
|
|
SHARES
OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
|
|
REGEN
BIOPHARMA, INC.
|
STATEMENT
OF COMPREHENSIVE INCOME
|
|
|
|
Year
Ended September 30,
|
|
|
|
|
|
|
(as
restated)
|
|
|
2015
|
|
adjustments
|
|
2015
|
Net
Income (Loss)
|
|
$
|
(11,195,147
|
)
|
|
|
8,984,432
|
|
|
$
|
(2,210,716
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
(33,600
|
)
|
|
|
|
|
|
|
(33,600
|
)
|
Total
Other Comprehensive Income (Loss)
|
|
|
(33,600
|
)
|
|
|
|
|
|
|
(33,600
|
)
|
Comprehensive
Income
|
|
$
|
(11,228,747
|
)
|
|
|
|
|
|
|
(2,244,316
|
)
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
Adjustments
|
|
Year
Ended
|
|
|
September
30, 2015
|
|
|
|
September
30, 2015
|
|
|
|
|
|
|
(Restated)
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
|
(11,195,147
|
)
|
|
|
8,984,432
|
|
|
|
(2,210,716
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
Received as Payment for Services
|
|
|
(192,000
|
)
|
|
|
|
|
|
|
(192,000
|
)
|
Preferred
Stock issued for Expenses
|
|
|
100
|
|
|
|
|
|
|
|
100
|
|
Predrred
Stock issued for interest
|
|
|
891
|
|
|
|
|
|
|
|
891
|
|
Common
Stock issued for expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued pursuant to contractual obligations
|
|
|
3,475
|
|
|
|
|
|
|
|
3,475
|
|
Common
Stock issued to Consultants
|
|
|
307,955
|
|
|
|
|
|
|
|
307,955
|
|
Preferred
Stock issued to Consultants
|
|
|
450
|
|
|
|
|
|
|
|
450
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
|
22,549
|
|
|
|
|
|
|
|
22,549
|
|
(Increase)
Decrease in Notes Receivable
|
|
|
(1,629
|
)
|
|
|
|
|
|
|
(1,629
|
)
|
(Increase)
Decrease in Interest Receivable
|
|
|
(1,148
|
)
|
|
|
|
|
|
|
(1,148
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
(6,137
|
)
|
|
|
|
|
|
|
(6,137
|
)
|
Increase
(Decrease) in accrued Expenses
|
|
|
58,359
|
|
|
|
|
|
|
|
58,359
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
|
(10,000
|
)
|
|
|
|
|
|
|
(10,000
|
)
|
Increase
in issuance of stock below fair value
|
|
|
9,191,857
|
|
|
|
(8,984,432
|
)
|
|
|
207,425
|
|
Increase
in Additional Paid in Capital
|
|
|
627,778
|
|
|
|
|
|
|
|
627,778
|
|
Net Cash Provided by
(Used in) Operating Activities
|
|
|
(1,192,648
|
)
|
|
|
|
|
|
|
(1,192,648
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
33,333
|
|
|
|
|
|
|
|
33,333
|
|
Preferred
Stock issued for Cash
|
|
|
16,667
|
|
|
|
|
|
|
|
16,667
|
|
Increase
in Contributed Capital
|
|
|
70,000
|
|
|
|
|
|
|
|
70,000
|
|
Increase
( Decrease) in Notes Payable
|
|
|
138,582
|
|
|
|
|
|
|
|
138,582
|
|
Increase
in Convertible Notes payable
|
|
|
972,686
|
|
|
|
|
|
|
|
972,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by
(Used in) Financing Activities
|
|
|
1,231,268
|
|
|
|
|
|
|
|
1,231,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
$
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
REGEN BIOPHARMA , INC.
|
Statement of shareholder's equity
|
For the years ended September
30, 2015 and 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31, 2015
|
|
|
|
|
|
|
Adjustment
|
|
|
|
As
Restated
|
|
APIC
|
|
Loss
on Issuance of Securities for Less than fair value recognized during quarter
|
|
|
8,179,432
|
|
|
|
(8,179,432
|
)
|
|
|
0
|
|
Accumulated Deficit
|
|
Net Loss
|
|
|
(8,812,902
|
)
|
|
|
8,179,432
|
|
|
|
(633,470
|
)
|
|
|
Quarter Ended June 30 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
APIC
|
|
Loss
on Issuance of Securities for Less than fair value recognized during quarter
|
|
|
937,425
|
|
|
|
(730,000
|
)
|
|
|
207,425
|
|
Accumulated Deficit
|
|
Net Loss
|
|
|
(1,562,371
|
)
|
|
|
730000
|
|
|
|
(832,371
|
)
|
|
|
Quarter Ended September 30 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
APIC
|
|
Loss
on Issuance of Securities for Less than fair value recognized during quarter
|
|
|
75,000
|
|
|
|
(75,000
|
)
|
|
|
0
|
|
Accumulated Deficit
|
|
Net Loss
|
|
|
(600,684
|
)
|
|
|
75,000
|
|
|
|
(525,684
|
)
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended December
31, 2015 filed with the Company’s Form 10-Q for the quarter ended December 31, 2015 should not be relied upon.
The
Company determined that the recognition of $ 1,163,313 of expenses recognized during the period resulting from the issuance for
less than fair value of equity securities should not have been recognized.
The
following tables reflect the corrections:
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of
|
|
|
|
As
of
|
|
As
of
|
|
|
December
31, 2015
|
|
|
|
December
31, 2015
|
|
September
30, 2015
|
|
|
(unaudited)
|
|
Adjustments
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
restated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
168,517
|
|
|
|
|
|
|
|
168,517
|
|
|
|
38,620
|
|
Note
Recievable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
1,000
|
|
|
|
|
|
|
|
1,000
|
|
|
|
10,000
|
|
Accrued
Interest Recievable
|
|
|
1,681
|
|
|
|
|
|
|
|
1,681
|
|
|
|
1,381
|
|
Due
from Former Employees
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
Total
Current Assets
|
|
|
198,249
|
|
|
|
|
|
|
|
198,249
|
|
|
|
62,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale Securities
|
|
|
120,000
|
|
|
|
|
|
|
|
120,000
|
|
|
|
158,400
|
|
Total
Other Assets
|
|
|
120,000
|
|
|
|
|
|
|
|
120,000
|
|
|
|
158,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
318,249
|
|
|
|
|
|
|
|
318,249
|
|
|
|
220,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
Accounts
payable
|
|
|
27,646
|
|
|
|
|
|
|
|
27,646
|
|
|
|
25,854
|
|
Notes
Payable
|
|
|
168,050
|
|
|
|
|
|
|
|
168,050
|
|
|
|
222,751
|
|
Accrued
payroll taxes
|
|
|
5,771
|
|
|
|
|
|
|
|
5,771
|
|
|
|
1,940
|
|
Accrued
Interest
|
|
|
26,095
|
|
|
|
|
|
|
|
26,095
|
|
|
|
21,093
|
|
Accrued
Reent
|
|
|
10,000
|
|
|
|
|
|
|
|
10,000
|
|
|
|
10,000
|
|
Accrued
Payroll
|
|
|
52,663
|
|
|
|
|
|
|
|
52,663
|
|
|
|
36,001
|
|
Due
to Shareholder
|
|
|
50,000
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
340,225
|
|
|
|
|
|
|
|
340,225
|
|
|
|
317,639
|
|
Total
Liabilities
|
|
|
340,225
|
|
|
|
|
|
|
|
340,225
|
|
|
|
317,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,753,938
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2015 and 124,287,272 shares issuedand outstanding December 31, 2015
|
|
|
12,427
|
|
|
|
|
|
|
|
12,427
|
|
|
|
11,474
|
|
Preferred
Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2015 and September 30, 2015 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
8,025
|
|
|
|
|
|
|
|
8,025
|
|
|
|
6,098
|
|
90,000,000
Authorized and 300,000,000 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,981,697
and 80,248,364 outstanding as of September 30, 2105 and December 31, 2015 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 outstanding as of September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
13,632,102
|
|
|
|
(10,147,746
|
)
|
|
|
3,484,356
|
|
|
|
11,663,905
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(14,331,191
|
)
|
|
|
(10,147,746
|
)
|
|
|
(4,183,446
|
)
|
|
|
(12,473,725
|
)
|
Accumulated
Other Comprehensive Income
|
|
|
(72,000
|
)
|
|
|
|
|
|
|
(72,000
|
)
|
|
|
(33,600
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
(21,976
|
)
|
|
|
|
|
|
|
(21,976
|
)
|
|
|
(97,187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
318,249
|
|
|
|
|
|
|
|
318,249
|
|
|
|
220,452
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
Adjustments
|
|
|
|
Quarter
Ended
|
|
|
Quarter
Ended
|
|
|
|
December
31, 2015
|
|
|
|
|
|
|
|
December
31, 2015
|
|
|
December
31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
(restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
105,323
|
|
|
|
|
|
|
|
105,323
|
|
|
2,237
|
General
and Administrative
|
|
|
488,596
|
|
|
|
|
|
|
|
488,596
|
|
|
139,453
|
Consulting
and Professional Fees
|
|
|
80,533
|
|
|
|
|
|
|
|
80,533
|
|
|
59,848
|
Rent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
|
11,871
|
Total
Costs and Expenses
|
|
|
689,452
|
|
|
|
|
|
|
|
689,452
|
|
|
213,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(689,452
|
)
|
|
|
|
|
|
|
(689,452
|
)
|
|
(213,409)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
300
|
|
|
|
|
|
|
|
300
|
|
|
260
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(5,001
|
)
|
|
|
|
|
|
|
(5,001
|
)
|
|
(6,042)
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(1,163,313
|
)
|
|
|
1,163,313
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(1,168,014
|
)
|
|
|
|
|
|
|
(4,701
|
)
|
|
(5,782)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(1,857,466
|
)
|
|
|
|
|
|
|
(694,153
|
)
|
|
(219,191)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.0157
|
)
|
|
|
|
|
|
|
(0.0059
|
)
|
|
(0.0042)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES OUTSTANDING
|
|
|
118,216,582
|
|
|
|
|
|
|
|
118,216,582
|
|
|
52,000,576
|
REGEN
BIOPHARMA,INC.
STATEMENT
OF COMPREHENSIVE INCOME
|
(unaudited)
|
|
|
Quarter Ended
December 31
|
|
|
2015
|
|
2015
|
|
|
|
|
|
|
|
(restated)
|
|
Net
Income (Loss)
|
|
$
|
(1,857,466)
|
|
1,163,313
|
$
|
(694,153)
|
|
Add:
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
0
|
|
|
|
0
|
|
Less:
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
(38,400)
|
|
|
|
(38,400)
|
|
Total
Other Comprehensive Income (Loss)
|
|
|
(38,400)
|
|
|
|
(38,400)
|
|
Comprehensive
Income
|
|
$
|
(1,895,866)
|
|
|
|
(732,553)
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
Adjustments
|
|
Three
Months Ended
|
|
|
December
31, 2015
|
|
|
|
December
31, 2015
|
|
|
|
|
|
|
Restated
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
$
|
(1,857,466
|
)
|
|
$
|
1,163,313
|
|
|
$
|
(694,153
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued to Consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued to Consultants
|
|
$
|
40
|
|
|
|
|
|
|
$
|
40
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
$
|
1,792
|
|
|
|
|
|
|
$
|
1,792
|
|
(Increase)
Decrease in Notes Receivable
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
(Increase)
Decrease in Interest Receivable
|
|
$
|
(300
|
)
|
|
|
|
|
|
$
|
(300
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in accrued Expenses
|
|
$
|
25,495
|
|
|
|
|
|
|
$
|
25,495
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
$
|
9,000
|
|
|
|
|
|
|
$
|
9,000
|
|
(Increase)Decrease
in Due from Former Employee
|
|
$
|
(15,000
|
)
|
|
|
|
|
|
$
|
(15,000
|
)
|
Increase
in issuance of stock below fair value
|
|
|
1,163,313
|
|
|
|
(1,163,313
|
)
|
|
|
0
|
|
Increase
in Additional Paid in Capital
|
|
|
247,723
|
|
|
|
|
|
|
|
247,723
|
|
Net Cash Provided by
(Used in) Operating Activities
|
|
$
|
(425,403
|
)
|
|
|
|
|
|
$
|
(425,403
|
)
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
321,667
|
|
|
|
|
|
|
|
321,667
|
|
Preferred
Stock issued for Cash
|
|
|
238,334
|
|
|
|
|
|
|
|
238,334
|
|
Increase
in Contributed Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
( Decrease) in Notes Payable
|
|
|
(54,701
|
)
|
|
|
|
|
|
|
(54,701
|
)
|
Increase
in Convertible Notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Due to Shareholder
|
|
|
50,000
|
|
|
|
|
|
|
|
50,000
|
|
Net Cash Provided
by (Used in) Financing Activities
|
|
|
555,300
|
|
|
|
|
|
|
|
555,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
|
129,897
|
|
|
|
|
|
|
|
129,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
168,517
|
|
|
|
|
|
|
$
|
168,517
|
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended March
31, 2016 filed with the Company’s Form 10-Q for the quarter ended March 31, 2016 should not be relied upon.
The
Company determined that the recognition of $ 364,822 of expenses recognized during the period resulting from the issuance for
less than fair value of equity securities should not have been recognized.
The
following tables reflect the corrections:
REGEN BIOPHARMA,INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of
|
|
Adjustments
|
|
As
of
|
|
|
March
31, 2016
|
|
|
|
March
31, 2016
|
|
|
(unaudited)
|
|
|
|
Restated
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
106,024
|
|
|
|
|
|
|
|
106,024
|
|
Note
Recievable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
1,000
|
|
|
|
|
|
|
|
1,000
|
|
Accrued
Interest Recievable
|
|
|
1,978
|
|
|
|
|
|
|
|
1,978
|
|
Due
from Former Employees
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Current Assets
|
|
|
136,053
|
|
|
|
|
|
|
|
136,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale Securities
|
|
|
56,800
|
|
|
|
|
|
|
|
56,800
|
|
Total
Other Assets
|
|
|
56,800
|
|
|
|
|
|
|
|
56,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
192,853
|
|
|
|
|
|
|
|
192,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Accounts
payable
|
|
|
21,283
|
|
|
|
|
|
|
|
21,283
|
|
Notes
Payable
|
|
|
228,050
|
|
|
|
|
|
|
|
228,050
|
|
Accrued
payroll taxes
|
|
|
1,946
|
|
|
|
|
|
|
|
1,946
|
|
Accrued
Interest
|
|
|
31,184
|
|
|
|
|
|
|
|
31,184
|
|
Accrued
Rent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Accrued
Payroll
|
|
|
92,996
|
|
|
|
|
|
|
|
92,996
|
|
Due
to Shareholder
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Total
Current Liabilities
|
|
|
390,459
|
|
|
|
|
|
|
|
390,459
|
|
Long
Term Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Notes Payable
|
|
|
58,295
|
|
|
|
|
|
|
|
58,295
|
|
Total
Long Term Liabilities
|
|
|
58,295
|
|
|
|
|
|
|
|
58,295
|
|
Total
Liabilities
|
|
|
448,754
|
|
|
|
|
|
|
|
448,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
114,753,938
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2015 and 128,253,138 shares issuedand outstanding March 31, 2016
|
|
|
12,824
|
|
|
|
|
|
|
|
12,824
|
|
Preferred
Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2015 and September 30, 2015 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
8,488
|
|
|
|
|
|
|
|
8,488
|
|
90,000,000
Authorized and 300,000,000 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
60,981,697
and 84,881,697 outstanding as of September 30, 2105 and March 31, 2016 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 outstanding as of September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
and
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
14,551,402
|
|
|
|
(10,512,568
|
)
|
|
|
4,038,835
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(15,422,076
|
)
|
|
|
10,512,568
|
|
|
|
(4,909,508
|
)
|
Accumulated
Other Comprehensive Income
|
|
|
(135,200
|
)
|
|
|
|
|
|
|
(135,200
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
(255,901
|
)
|
|
|
|
|
|
|
(255,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
192,853
|
|
|
|
|
|
|
|
192,853
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended
|
|
|
|
|
|
|
|
Six
Months Ended
|
|
|
|
|
March
31, 2016
|
|
|
|
adjustments
|
|
|
|
March
31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
277,919
|
|
|
|
|
|
|
|
277,919
|
|
General
and Administrative
|
|
|
923,831
|
|
|
|
|
|
|
|
923,831
|
|
Consulting
and Professional Fees
|
|
|
178,080
|
|
|
|
|
|
|
|
178,080
|
|
Rent
|
|
|
30,000
|
|
|
|
|
|
|
|
30,000
|
|
Total
Costs and Expenses
|
|
|
1,409,830
|
|
|
|
|
|
|
|
1,409,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(1,409,830
|
)
|
|
|
|
|
|
|
(1,409,830
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
597
|
|
|
|
|
|
|
|
597
|
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(10,090
|
)
|
|
|
|
|
|
|
(10,090
|
)
|
Interest
Expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Discount
|
|
|
(894
|
)
|
|
|
|
|
|
|
(894
|
)
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(1,528,135
|
)
|
|
|
1,528,135
|
|
|
|
0
|
|
Preferred
shares issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(1,538,522
|
)
|
|
|
|
|
|
|
(10,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(2,948,352
|
)
|
|
|
|
|
|
|
(1,420,217
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.0188
|
)
|
|
|
|
|
|
|
(0.0091
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES OUTSTANDING
|
|
|
156,418,573
|
|
|
|
|
|
|
|
156,418,573
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
|
March
31, 2016
|
|
|
|
adjustments
|
|
|
|
March
31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
172,596
|
|
|
|
|
|
|
|
172,596
|
|
General
and Administrative
|
|
|
435,236
|
|
|
|
|
|
|
|
435,236
|
|
Consulting
and Professional Fees
|
|
|
97,547
|
|
|
|
|
|
|
|
97,547
|
|
Rent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Costs and Expenses
|
|
|
720,379
|
|
|
|
|
|
|
|
720,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(720,379
|
)
|
|
|
|
|
|
|
(720,379
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
297
|
|
|
|
|
|
|
|
297
|
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(5,089
|
)
|
|
|
|
|
|
|
(5,089
|
)
|
Interest
Expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortrization of
Discount
|
|
|
(894
|
)
|
|
|
|
|
|
|
(894
|
)
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(364,822
|
)
|
|
|
364,822
|
|
|
|
0
|
|
Preferred
shres issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(370,508
|
)
|
|
|
|
|
|
|
(5,686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(1,090,886
|
)
|
|
|
|
|
|
|
(726,064
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.0087
|
)
|
|
|
|
|
|
|
(0.0058
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES OUTSTANDING
|
|
|
124,875,119
|
|
|
|
|
|
|
|
124,875,119
|
|
STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31
|
|
|
2016
|
|
Adjustments
|
|
2016
|
|
|
|
|
|
|
(restated)
|
Net Income
(Loss)
|
|
|
(1,090,886
|
)
|
|
|
364,822
|
|
|
|
(726,064
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
(63,200
|
)
|
|
|
|
|
|
|
(63,200
|
)
|
Total
Other Comprehensive Income (Loss)
|
|
|
(63,200
|
)
|
|
|
|
|
|
|
(63,200
|
)
|
Comprehensive Income
|
|
|
(1,154,086
|
)
|
|
|
|
|
|
|
(789,264
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
(restated)
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
|
(2,948,352
|
)
|
|
|
1,528,135
|
|
|
|
(1,420,217
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
(101,600
|
)
|
|
|
|
|
|
|
(101,600
|
)
|
Total
Other Comprehensive Income (Loss)
|
|
|
(101,600
|
)
|
|
|
|
|
|
|
(101,600
|
)
|
Comprehensive Income
|
|
|
(3,049,952
|
)
|
|
|
|
|
|
|
(1,521,817
|
)
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended
|
|
adjustments
|
|
Six
Months Ended
|
|
|
March
31 2016
|
|
|
|
March
31 2016
|
|
|
|
|
|
|
(restated)
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
|
(2,948,352
|
)
|
|
$
|
1,528,135
|
|
|
|
(1,420,217
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock Issued for Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued for Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued pursuant to contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued to Consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued to Consultants
|
|
|
40
|
|
|
|
|
|
|
|
40
|
|
Increase
(Decrease) in Interest expense attributable to amortization of Discount
|
|
|
894
|
|
|
|
|
|
|
|
894
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
|
(4,571
|
)
|
|
|
|
|
|
|
(4,571
|
)
|
(Increase)
Decrease in Notes Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in Interest Receivable
|
|
|
(597
|
)
|
|
|
|
|
|
|
(597
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in accrued Expenses
|
|
|
72,093
|
|
|
|
|
|
|
|
72,093
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
|
9,000
|
|
|
|
|
|
|
|
9,000
|
|
(Increase)Decrease
in Due from Former Employee
|
|
|
(15,000
|
)
|
|
|
|
|
|
|
(15,000
|
)
|
Increase
in issuance of stock below fair value
|
|
|
1,528,135
|
|
|
$
|
(1,528,135
|
)
|
|
|
0
|
|
Increase
in Additional Paid in Capital
|
|
|
495,462
|
|
|
|
|
|
|
|
495,462
|
|
Net Cash Provided by
(Used in) Operating
|
|
|
(862,896
|
)
|
|
|
|
|
|
|
(862,896
|
)
|
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
475,000
|
|
|
|
|
|
|
|
475,000
|
|
Preferred
Stock issued for Cash
|
|
|
350,001
|
|
|
|
|
|
|
|
350,001
|
|
Increase
in Contributed Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
( Decrease) in Notes Payable
|
|
|
5,299
|
|
|
|
|
|
|
|
5,299
|
|
Increase
in Convertible Notes payable
|
|
|
100,000
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Due to Shareholder
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Net Cash Provided by
(Used in) Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
Activities
|
|
|
930,300
|
|
|
|
|
|
|
|
930,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
|
67,404
|
|
|
|
|
|
|
|
67,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
|
106,024
|
|
|
|
|
|
|
|
106,024
|
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended June
30, 2016 filed with the Company’s Form 10-Q for the quarter ended June 30, 2016 should not be relied upon.
The
Company determined that the recognition of $ 1,425,190 of expenses recognized during the period resulting from the issuance for
less than fair value of equity securities should not have been recognized.
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of
|
|
|
|
As
of
|
|
|
June
30, 2016
|
|
|
|
June
30, 2016
|
|
|
(unaudited)
|
|
|
|
(restated)
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
140,317
|
|
|
|
|
|
|
|
140,317
|
|
Note
Recievable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
1,000
|
|
|
|
|
|
|
|
1,000
|
|
Accrued
Interest Recievable
|
|
|
2,278
|
|
|
|
|
|
|
|
2,278
|
|
Due
from Former Employees
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Current Assets
|
|
|
170,646
|
|
|
|
|
|
|
|
170,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale Securities
|
|
|
80,000
|
|
|
|
|
|
|
|
80,000
|
|
Total
Other Assets
|
|
|
80,000
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
250,646
|
|
|
|
|
|
|
|
250,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Accounts
payable
|
|
|
216,440
|
|
|
|
|
|
|
|
216,440
|
|
Notes
Payable
|
|
|
269,447
|
|
|
|
|
|
|
|
269,447
|
|
Accrued
payroll taxes
|
|
|
798
|
|
|
|
|
|
|
|
798
|
|
Accrued
Interest
|
|
|
37,988
|
|
|
|
|
|
|
|
37,988
|
|
Accrued
Reent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Accrued
Payroll
|
|
|
178,496
|
|
|
|
|
|
|
|
178,496
|
|
Due
to Shareholder
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Total
Current Liabilities
|
|
|
718,169
|
|
|
|
|
|
|
|
718,169
|
|
Long
Term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Notes Payable
|
|
|
102,703
|
|
|
|
|
|
|
|
102,703
|
|
Total
Long Term Liabilities
|
|
|
102,703
|
|
|
|
|
|
|
|
102,703
|
|
Total
Liabilities
|
|
|
820,872
|
|
|
|
|
|
|
|
820,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
114,753,938
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2015 and 134,548,138 shares issuedand outstanding June 30, 2016
|
|
|
13,453
|
|
|
|
|
|
|
|
13,453
|
|
Preferred
Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
June
30, 2016 and September 30, 2015 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
12,767
|
|
|
|
|
|
|
|
12,767
|
|
90,000,000
Authorized and 300,000,000 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
60,981,697
and 127,666,697 outstanding as of September 30, 2105 and June 30, 2016 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 outstanding as of September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
and
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
16,634,372
|
|
|
|
(11,937,757
|
)
|
|
|
4,696,615
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(17,847,479
|
)
|
|
|
11,937,757
|
|
|
|
(5,909,722
|
)
|
Accumulated
Other Comprehensive Income
|
|
|
(112,000
|
)
|
|
|
|
|
|
|
(112,000
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
(570,226
|
)
|
|
|
|
|
|
|
(570,226
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
250,646
|
|
|
|
|
|
|
|
250,646
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
|
June
30, 2016
|
|
|
|
|
|
|
|
June
30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
276,605
|
|
|
|
|
|
|
|
276,605
|
|
General
and Administrative
|
|
|
434,643
|
|
|
|
|
|
|
|
434,643
|
|
Consulting
and Professional Fees
|
|
|
212,853
|
|
|
|
|
|
|
|
212,853
|
|
Rent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Costs and Expenses
|
|
|
939,101
|
|
|
|
|
|
|
|
939,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(939,101
|
)
|
|
|
|
|
|
|
(939,101
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
300
|
|
|
|
|
|
|
|
300
|
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(8,804
|
)
|
|
|
|
|
|
|
(8,804
|
)
|
Interest
Expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Discount
|
|
|
(4,308
|
)
|
|
|
|
|
|
|
(4,308
|
)
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(1,473,490
|
)
|
|
|
1,425,190
|
|
|
|
(48,300
|
)
|
Preferred
shares issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(1,486,302
|
)
|
|
|
|
|
|
|
(61,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(2,425,403
|
)
|
|
|
|
|
|
|
(1,000,213
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.01884
|
)
|
|
|
|
|
|
|
(0.00777
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES OUTSTANDING
|
|
|
128,764,917
|
|
|
|
|
|
|
|
128,764,917
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months Ended
|
|
|
|
adjustments
|
|
|
|
Nine
Months Ended
|
|
|
|
|
June
30, 2016
|
|
|
|
|
|
|
|
June
30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(as
restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
554,524
|
|
|
|
|
|
|
|
554,524
|
|
General
and Administrative
|
|
|
1,358,474
|
|
|
|
|
|
|
|
1,358,474
|
|
Consulting
and Professional Fees
|
|
|
390,933
|
|
|
|
|
|
|
|
390,933
|
|
Rent
|
|
|
45,000
|
|
|
|
|
|
|
|
45,000
|
|
Total
Costs and Expenses
|
|
|
2,348,931
|
|
|
|
|
|
|
|
2,348,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(2,348,931
|
)
|
|
|
|
|
|
|
(2,348,931
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
897
|
|
|
|
|
|
|
|
897
|
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(18,894
|
)
|
|
|
|
|
|
|
(18,894
|
)
|
Interest
Expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Discount
|
|
|
(5,202
|
)
|
|
|
|
|
|
|
(5,202
|
)
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(3,001,625
|
)
|
|
|
2,953,325
|
|
|
|
(48,300
|
)
|
Preferred
shares issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(3,024,824
|
)
|
|
|
|
|
|
|
(71,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(5,373,755
|
)
|
|
|
|
|
|
|
(2,420,430
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.0432
|
)
|
|
|
|
|
|
|
(0.0195
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES OUTSTANDING
|
|
|
124,408,218
|
|
|
|
|
|
|
|
124,408,218
|
|
|
|
|
|
|
|
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months Ended
|
|
Adjustments
|
|
Nine
Months Ended
|
Nine
Months Ended
|
|
|
June
30, 2016
|
|
|
|
June
30, 2016
|
June
30, 2015
|
|
|
|
|
|
|
(restated)
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
$
|
(5,373,755
|
)
|
|
$
|
2,953,325
|
|
|
$
|
(2,420,430
|
)
|
(10,594,463
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
|
|
Preferred
Stock Issued for Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued for compensation
|
|
$
|
3,000
|
|
|
|
|
|
|
$
|
3,000
|
|
|
|
Preferred
Stock issued for Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
891
|
|
Preferred
Stock issued pursuant to contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
3,475
|
|
Common
Stock issued to Consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
226,177
|
|
Preferred
Stock issued to Consultants
|
|
$
|
40
|
|
|
|
|
|
|
$
|
40
|
|
440
|
|
Increase
(Decrease) in Interest expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,202
|
|
|
|
|
|
|
$
|
5,202
|
|
|
|
Increase
in issuance of stock below fair value
|
|
$
|
3,001,625
|
|
|
$
|
(2,953,325
|
)
|
|
$
|
48,300
|
|
9,116,857
|
|
Increase
in Additional Paid in Capital
|
|
$
|
743,201
|
|
|
|
|
|
|
$
|
743,201
|
|
380,191
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
$
|
190,585
|
|
|
|
|
|
|
$
|
190,585
|
|
(2,115
|
)
|
(Increase)
Decrease in Notes Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,629
|
)
|
(Increase)
Decrease in Interest Receivable
|
|
$
|
(897
|
)
|
|
|
|
|
|
$
|
(897
|
)
|
(848
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,137
|
)
|
Increase
(Decrease) in accrued Expenses
|
|
$
|
163,249
|
|
|
|
|
|
|
$
|
163,249
|
|
29,665
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
$
|
9,000
|
|
|
|
|
|
|
$
|
9,000
|
|
(6,289
|
)
|
(Increase)Decrease
in Due from Former Employee
|
|
$
|
(15,000
|
)
|
|
|
|
|
|
$
|
(15,000
|
)
|
|
|
Net Cash Provided by
(Used in) Operating
|
|
$
|
(1,273,750
|
)
|
|
|
|
|
|
$
|
(1,273,750
|
)
|
(853,685
|
)
|
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
619,938
|
|
|
|
|
|
|
|
619,938
|
|
|
|
Preferred
Stock issued for Cash
|
|
|
534,813
|
|
|
|
|
|
|
|
534,813
|
|
|
|
Increase
in Contributed Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
70,000
|
|
Increase
( Decrease) in Notes Payable
|
|
|
70,696
|
|
|
|
|
|
|
|
70,696
|
|
19,582
|
|
Increase
in Convertible Notes payable
|
|
|
150,000
|
|
|
|
|
|
|
|
150,000
|
|
972,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Due to Shareholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by
(Used in) Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activities
|
|
|
1,375,447
|
|
|
|
|
|
|
|
1,375,447
|
|
1,062,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
|
101,697
|
|
|
|
|
|
|
|
101,697
|
|
208,582.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
140,317
|
|
|
|
|
|
|
$
|
140,317
|
|
208,582
|
|
REGEN
BIOPHARMA, INC.
|
STATEMENT
OF COMPREHENSIVE INCOME
|
(unaudited)
|
|
|
Quarter Ended
June 30
|
|
|
|
|
|
|
(restated)
|
|
|
2016
|
|
adjustments
|
|
2016
|
Net Income
(Loss)
|
|
$
|
(2,425,403
|
)
|
|
|
1,425,190
|
|
|
$
|
(1,000,213
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
23,200
|
|
|
|
|
|
|
|
23,200
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Comprehensive Income (Loss)
|
|
|
23,200
|
|
|
|
|
|
|
|
23,200
|
|
Comprehensive
Income
|
|
$
|
(2,402,203
|
)
|
|
|
|
|
|
|
(977,013
|
)
|
|
|
Nine
Months Ended June 30
|
|
|
2016
|
|
adjustments
|
|
2016
|
|
|
|
|
|
|
(restated)
|
Net
Income (Loss)
|
|
$
|
(5,373,755
|
)
|
|
|
2,953,325
|
|
|
$
|
(2,420,430
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
(78,400
|
)
|
|
|
|
|
|
|
(78,400
|
)
|
Total
Other Comprehensive Income (Loss)
|
|
|
(78,400
|
)
|
|
|
|
|
|
|
(78,400
|
)
|
Comprehensive
Income
|
|
$
|
(5,452,155
|
)
|
|
|
|
|
|
|
(2,498,830
|
)
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations, Statement of Shareholder’s Equity, Statement of Comprehensive Income and Statement
of Cash Flow for the year ended September 30, 2016 filed with the Company’s Form 10-K for the year ended September 30, 2016
should not be relied upon.
The
Company determined that the recognition of $4,337,075 of expenses recognized during the year ended September 30, 2016 resulting
from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should
not have been recognized.
The
following tables reflect the corrections:
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
As of
|
|
|
September
30, 2016
|
|
Adjustments
|
|
September
30, 2016
|
|
|
|
|
|
|
(Restated)
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
24,822
|
|
|
|
|
|
|
|
24,822
|
|
Accounts
Recievable
|
|
|
83,000
|
|
|
|
|
|
|
|
83,000
|
|
Note
Recievable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
69,905
|
|
|
|
|
|
|
|
69,905
|
|
Accrued
Interest Recievable
|
|
|
2,578
|
|
|
|
|
|
|
|
2,578
|
|
Due
from Former Employees
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Current Assets
|
|
|
207,356
|
|
|
|
|
|
|
|
207,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale Securities
|
|
|
112,000
|
|
|
|
|
|
|
|
112,000
|
|
Total
Other Assets
|
|
|
112,000
|
|
|
|
|
|
|
|
112,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
319,356
|
|
|
|
|
|
|
|
319,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Accounts
payable
|
|
|
240,759
|
|
|
|
|
|
|
|
240,759
|
|
Notes
Payable
|
|
|
143,447
|
|
|
|
|
|
|
|
143,447
|
|
Accrued
payroll taxes
|
|
|
33,040
|
|
|
|
|
|
|
|
33,040
|
|
Accrued
Interest
|
|
|
43,918
|
|
|
|
|
|
|
|
43,918
|
|
Accrued
Reent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Accrued
Payroll
|
|
|
263,996
|
|
|
|
|
|
|
|
263,996
|
|
Due
to Shareholder
|
|
|
50,000
|
|
|
|
|
|
|
|
50,000
|
|
Convertible
Notes Payable
|
|
|
9,041
|
|
|
|
|
|
|
|
9,041
|
|
Total
Current Liabilities
|
|
|
799,201
|
|
|
|
|
|
|
|
799,201
|
|
Long
Term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Notes Payable
|
|
|
107,057
|
|
|
|
|
|
|
|
107,057
|
|
Total
Long Term Liabilities
|
|
|
107,057
|
|
|
|
|
|
|
|
107,057
|
|
Total
Liabilities
|
|
|
906,258
|
|
|
|
|
|
|
|
906,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
114,753,938
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2015 and 139,712,605 shares issuedand outstanding September 30, 2016
|
|
|
13,970
|
|
|
|
|
|
|
|
13,970
|
|
Preferred
Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2016 and September 30, 2015 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
13,527
|
|
|
|
|
|
|
|
13,527
|
|
90,000,000
Authorized and 300,000,000 authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
60,981,697
and 135,266,697 outstanding as of September 30, 2105 and September 30, 2016 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 outstanding as of September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
and
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
18,961,259
|
|
|
|
(13,321,507
|
)
|
|
|
5,639,753
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(20,224,319
|
)
|
|
|
13,321,507
|
|
|
|
(6,902,812
|
)
|
Accumulated
Other Comprehensive Income
|
|
|
(80,000
|
)
|
|
|
|
|
|
|
(80,000
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
(586,902
|
)
|
|
|
|
|
|
|
(586,902
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
319,356
|
|
|
|
|
|
|
|
319,356
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended September 30
|
|
Adjustments
|
|
Year
Ended September 30
|
|
|
2016
|
|
|
|
2016
|
|
|
|
|
|
|
(Restated)
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
|
(7,750,594
|
)
|
|
|
4,337,075
|
|
|
|
(3,413,519
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Received as Payment for Services
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock Issued for Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued for compensation
|
|
|
3,000
|
|
|
|
|
|
|
|
3,000
|
|
Preferred
Stock issued for Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock issued pursuant to contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued to Consultants
|
|
|
99,815
|
|
|
|
|
|
|
|
99,815
|
|
Preferred
Stock issued to Consultants
|
|
|
15,940
|
|
|
|
|
|
|
|
15,940
|
|
Increase
(Decrease) in Interest expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization of Discount
|
|
|
18,597
|
|
|
|
|
|
|
|
18,597
|
|
Increase
in issuance of stock below fair value
|
|
|
4,748,408
|
|
|
|
(4,337,075
|
)
|
|
|
411,333
|
|
Increase
in Additional Paid in Capital
|
|
|
849,866
|
|
|
|
|
|
|
|
849,866
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
|
214,904
|
|
|
|
|
|
|
|
214,904
|
|
(Increase)
Decrease in Accounts Receivable
|
|
|
(83,000
|
)
|
|
|
|
|
|
|
(83,000
|
)
|
(Increase)
Decrease in Notes Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in Interest Receivable
|
|
|
(1,197
|
)
|
|
|
|
|
|
|
(1,197
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in accrued Expenses
|
|
|
286,921
|
|
|
|
|
|
|
|
286,921
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
|
(59,905
|
)
|
|
|
|
|
|
|
(59,905
|
)
|
(Increase)
Decrease in Due from Former Employee
|
|
|
(15,000
|
)
|
|
|
|
|
|
|
(15,000
|
)
|
Net Cash Provided by
(Used in) Operating Activities
|
|
|
(1,672,245
|
)
|
|
|
|
|
|
|
(1,672,245
|
)
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
626,188
|
|
|
|
|
|
|
|
626,188
|
|
Preferred
Stock issued for Cash
|
|
|
628,563
|
|
|
|
|
|
|
|
628,563
|
|
Increase
in Contributed Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
( Decrease) in Notes Payable
|
|
|
53,696
|
|
|
|
|
|
|
|
53,696
|
|
Increase
in Convertible Notes payable
|
|
|
300,000
|
|
|
|
|
|
|
|
300,000
|
|
Increase
in Due to Shareholder
|
|
|
50,000
|
|
|
|
|
|
|
|
50,000
|
|
Net Cash Provided by
(Used in) Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by
(Used in) Financing Activities
|
|
|
1,658,447
|
|
|
|
|
|
|
|
1,658,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
|
(13,798
|
)
|
|
|
|
|
|
|
(13,798
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
38,620
|
|
|
|
|
|
|
|
38,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
|
24,822
|
|
|
|
|
|
|
|
24,822
|
|
STATEMENT
OF COMPREHENSIVE INCOME
|
|
|
|
Year Ended
September 30
|
|
|
2016
|
|
adjustments
|
|
2016
|
|
|
|
|
|
|
(Restated)
|
Net
Income (Loss)
|
|
$
|
(7,750,594
|
)
|
|
|
4,337,075
|
|
|
$
|
(3,413,519
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
(46,400
|
)
|
|
|
|
|
|
|
(46,400
|
)
|
Total
Other Comprehensive Income (Loss)
|
|
|
(46,400
|
)
|
|
|
|
|
|
|
(46,400
|
)
|
Comprehensive
Income
|
|
$
|
(7,796,994
|
)
|
|
|
|
|
|
|
(3,459,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Quarter Ended December 31, 2015
|
|
|
|
|
|
|
|
Restated
|
APIC
|
|
Loss
on Securities Issued for Less Than Fair Value
|
|
|
1,163,313
|
|
|
|
(1,163,313
|
)
|
|
|
0
|
|
Accumulated
Deficit
|
|
Net
Loss
|
|
|
(1,857,466
|
)
|
|
|
1,163,313
|
|
|
|
(694,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31,
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APIC
|
|
Loss
on Securities Issued for Less Than Fair Value
|
|
|
364,822
|
|
|
|
(364,822
|
)
|
|
|
0
|
|
Accumulated
Deficit
|
|
Net
Loss
|
|
|
(1,090,886
|
)
|
|
|
364,822
|
|
|
|
(726,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June
30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APIC
|
|
Loss
on Securities Issued for Less Than Fair Value
|
|
|
1,473,490
|
|
|
|
(1,425,190
|
)
|
|
|
48,300
|
|
Accumulated
Deficit
|
|
Net
Loss
|
|
|
(2,425,404
|
)
|
|
|
1,425,190
|
|
|
|
(1,000,213
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QuarterEnded September
30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APIC
|
|
Loss
on Securities Issued for Less Than Fair Value
|
|
|
1,746,783
|
|
|
|
(1,383,750
|
)
|
|
|
363,033
|
|
Accumulated
Deficit
|
|
Net
Loss
|
|
|
(2,376,838
|
)
|
|
|
1,383,750
|
|
|
|
(993,088
|
)
|
On
March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued
Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended December
31, 2016 filed with the Company’s Form 10-Q for the quarter ended December 31, 2016 should not be relied upon.
The
Company determined that the recognition of $ 1,950,120 of expenses recognized during the period resulting from the issuance for
less than fair value of equity securities should not have been recognized.
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
As of
|
|
|
December
31, 2016
|
|
Adjustments
|
|
December
31, 2016
|
|
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
Restated
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
220,718
|
|
|
|
|
|
|
|
220,718
|
|
Accounts
Recievable
|
|
|
83,000
|
|
|
|
|
|
|
|
83,000
|
|
Note
Recievable
|
|
|
12,051
|
|
|
|
|
|
|
|
12,051
|
|
Prepaid
Expenses
|
|
|
61,011
|
|
|
|
|
|
|
|
61,011
|
|
Accrued
Interest Recievable
|
|
|
2,878
|
|
|
|
|
|
|
|
2,878
|
|
Due
from Former Employees
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Current Assets
|
|
|
394,658
|
|
|
|
|
|
|
|
394,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for Sale Securities
|
|
|
312,000
|
|
|
|
|
|
|
|
312,000
|
|
Total
Other Assets
|
|
|
312,000
|
|
|
|
|
|
|
|
312,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
706,658
|
|
|
|
|
|
|
|
706,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Accounts
payable
|
|
|
163,927
|
|
|
|
|
|
|
|
163,927
|
|
Notes
Payable
|
|
|
68,638
|
|
|
|
|
|
|
|
68,638
|
|
Accrued
payroll taxes
|
|
|
3,677
|
|
|
|
|
|
|
|
3,677
|
|
Accrued
Interest
|
|
|
54,841
|
|
|
|
|
|
|
|
54,841
|
|
Accrued
Reent
|
|
|
20,000
|
|
|
|
|
|
|
|
20,000
|
|
Accrued
Payroll
|
|
|
349,496
|
|
|
|
|
|
|
|
349,496
|
|
Due
to Shareholder
|
|
|
25,000
|
|
|
|
|
|
|
|
25,000
|
|
Convertible
Notes Payable
|
|
|
47,425
|
|
|
|
|
|
|
|
47,425
|
|
Total
Current Liabilities
|
|
|
733,004
|
|
|
|
|
|
|
|
733,004
|
|
Long
Term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Notes Payable
|
|
|
129,776
|
|
|
|
|
|
|
|
129,776
|
|
Total
Long Term Liabilities
|
|
|
129,776
|
|
|
|
|
|
|
|
129,776
|
|
Total
Liabilities
|
|
|
862,779
|
|
|
|
|
|
|
|
862,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock ($.0001 par value) 500,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
|
|
|
145412605
issued and outstanding as of
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2016 and 139,712,605 shares issued and outstanding September 30, 2016
|
|
|
14,540
|
|
|
|
|
|
|
|
14,540
|
|
Preferred
Stock, 0.0001 par value, 800,000,000 authorized as of
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2016 and December 31, 2016 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred
|
|
|
14,797
|
|
|
|
|
|
|
|
14,797
|
|
300,000,000
authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
147966697
and 135,266,697 outstanding as of December 31, 2016 and September 30, 2016 respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
$0.0001
par value 600,000 authorized and 30, 000 outstanding as of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
and
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital
|
|
|
21,714,779
|
|
|
|
(15,271,627
|
)
|
|
|
6,443,152
|
|
Contributed
Capital
|
|
|
728,658
|
|
|
|
|
|
|
|
728,658
|
|
Retained
Earnings (Deficit) accumulated during the development stage
|
|
|
(22,748,898
|
)
|
|
|
15,271,627
|
|
|
|
(7,477,271
|
)
|
Accumulated
Other Comprehensive Income
|
|
|
120,000
|
|
|
|
|
|
|
|
120,000
|
|
Total
Stockholders' Equity (Deficit)
|
|
|
(156,121
|
)
|
|
|
|
|
|
|
(156,121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
706,658
|
|
|
|
|
|
|
|
706,658
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
|
|
|
|
Quarter
Ended
|
|
|
|
|
December
31, 2016
|
|
|
|
Adjustments
|
|
|
|
December
31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(Restated)
|
|
REVENUES
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
42,694
|
|
|
|
|
|
|
|
42,694
|
|
General
and Administrative
|
|
|
242,758
|
|
|
|
|
|
|
|
242,758
|
|
Consulting
and Professional Fees
|
|
|
233,128
|
|
|
|
|
|
|
|
233,128
|
|
Rent
|
|
|
15,000
|
|
|
|
|
|
|
|
15,000
|
|
Total
Costs and Expenses
|
|
|
533,580
|
|
|
|
|
|
|
|
533,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(533,580
|
)
|
|
|
|
|
|
|
(533,580
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
|
300
|
|
|
|
|
|
|
|
300
|
|
Other
Income
|
|
|
31,846
|
|
|
|
|
|
|
|
31,846
|
|
Refunds
of amounts previously paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(11,923
|
)
|
|
|
|
|
|
|
(11,923
|
)
|
Interest
Expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Discount
|
|
|
(61,102
|
)
|
|
|
|
|
|
|
(61,102
|
)
|
Loss
on issuance of common shares for
|
|
|
|
|
|
|
|
|
|
|
|
|
less
than fair value
|
|
|
(1,950,120
|
)
|
|
|
1,950,120
|
|
|
|
0
|
|
Preferred
shares issued pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
(EXPENSE)
|
|
|
(1,990,999
|
)
|
|
|
|
|
|
|
(40,879
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
|
(2,524,579
|
)
|
|
|
|
|
|
|
(574,459
|
)
|
BASIC AND FULLY DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE
|
|
|
(0.018
|
)
|
|
|
|
|
|
|
(0.004
|
)
|
WEIGHTED AVERAGE NUMBER OF COMMON
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES OUTSTANDING
|
|
|
143,596,121
|
|
|
|
|
|
|
|
143,596,121
|
|
REGEN BIOPHARMA , INC.
|
|
|
|
|
|
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended December 31
|
|
|
|
Quarter
Ended December 31
|
|
|
2016
|
|
Adjustments
|
|
2016
|
|
|
|
|
|
|
(Restated)
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
|
|
(2,524,579
|
)
|
|
|
1,950,120
|
|
|
|
(574,459
|
)
|
Adjustments to reconcile
net Income to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Interest expense attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization of Discount
|
|
|
61,102
|
|
|
|
|
|
|
|
61,102
|
|
Increase
in issuance of stock below fair value
|
|
|
1,950,120
|
|
|
|
(1,950,120
|
)
|
|
|
0
|
|
Increase
in Additional Paid in Capital
|
|
|
5,240
|
|
|
|
|
|
|
|
5,240
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
|
(76,832
|
)
|
|
|
|
|
|
|
(76,832
|
)
|
(Increase)
Decrease in Accounts Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in Notes Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in Interest Receivable
|
|
|
(300
|
)
|
|
|
|
|
|
|
(300
|
)
|
Increase
( Decrease) in Bank Overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in accrued Expenses
|
|
|
72,060
|
|
|
|
|
|
|
|
72,060
|
|
(Increase)
Decrease in Prepaid Expenses
|
|
|
8,894
|
|
|
|
|
|
|
|
8,894
|
|
(Increase)
Decrease in Due from Former Employee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by
(Used in) Operating
|
|
|
(504,295
|
)
|
|
|
|
|
|
|
(504,295
|
)
|
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock issued for Cash
|
|
|
267,500
|
|
|
|
|
|
|
|
267,500
|
|
Preferred
Stock issued for Cash
|
|
|
292,500
|
|
|
|
|
|
|
|
292,500
|
|
Increase
in Contributed Capital
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Increase
( Decrease) in Notes Payable
|
|
|
(74,809
|
)
|
|
|
|
|
|
|
(74,809
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Convertible Notes payable
|
|
|
240,000
|
|
|
|
|
|
|
|
240,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Due to Shareholder
|
|
|
(25,000
|
)
|
|
|
|
|
|
|
(25,000
|
)
|
Net Cash Provided by
(Used in) Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
Activities
|
|
|
700,191
|
|
|
|
|
|
|
|
700,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease)
in Cash
|
|
|
195,896
|
|
|
|
|
|
|
|
195,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
24,822
|
|
|
|
|
|
|
|
24,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
|
220,718
|
|
|
|
|
|
|
|
220,718
|
|
REGEN
BIOPHARMA, INC.
|
STATEMENT
OF COMPREHENSIVE INCOME
|
(unaudited)
|
|
|
Quarter
Ended December 31
|
|
|
2016 adjustments
|
|
2016
|
|
|
|
|
|
|
(Restated)
|
Net
Income (Loss)
|
|
$
|
(2,524,579
|
)
|
|
$
|
1,950,120
|
|
|
$
|
(574,459
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gains on Securities
|
|
|
200,000
|
|
|
|
|
|
|
|
200,000
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Losses on Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Comprehensive Income (Loss)
|
|
|
200,000
|
|
|
|
|
|
|
|
200,000
|
|
Comprehensive
Income
|
|
$
|
(2,324,579
|
)
|
|
|
|
|
|
|
(374,459
|
)
|
The
Company’s senior management has discussed the matters disclosed in this Item 4.02 of this Current Report with AMC Auditing,
the Company’s independent registered public accounting firm.