PART I

ITEM 1.  BUSINESS.

Business of Issuer

The business of Peptide Technologies,Regenerex Pharma, Inc., (the “Company” or “Peptide”“Regenerex Pharma,”), is to develop and market skincareWoundcare Healing products.  The Company does business as Eternelle Skincare Products. Peptides,has three technologies for different types of wound conditions:

The current product technology provides the use of collagen, are the latest innovation in skincare as science has proven that the use of both peptides and collagen can help manage wrinkles in skin and reverse the signs of aging. Using proprietary peptide/collagen blends, the Company is developing a number of skincarecomplete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products that demonstrate strong efficacystrategically position the Company to enter and capture a high proportionate market share in providing youthful, healthy skinthe U.S. and significant anti-aging benefits to both women and men.global markets.

Our skincare products will address various skincare needs. These products include moisturizers and serums for the face and around the eyes.

Products:

QBx™ contributes to setting up a suitable environment to allow wounds to close.  Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases.  Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.

Our products have shown to be very effective in healing chronic wounds in multiple clinical evaluations, with 63% to 94% of wounds demonstrating closure.  All of our products feature our proprietary QBx™ ingredients which contribute to setting up a suitable environment to allow wounds to close.

Wounds that do not heal remain open and are at risk for infection.  The lack of healingultimately could lead to amputation, severe medical complications, and in some cases, death.  Closing wounds is a paramount concern to health care professionals and patients alike.

OurChronic wounds impose significant costs to the US economy.  Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost.  Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.3 million Americans suffering from chronic wounds.  Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.

The most common chronic wounds are diabetic foot ulcers and pressure ulcers.  The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise.  In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect.  The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.

Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.”  These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance.  Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer.  The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds.  Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.

The Company has developed itspurchased proprietary skincarewound care formulations, and we are usingthe Company plans to use internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of day and resort spa, medical spa, and eco spathe USA markets.

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The Company has identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The Company does not intend  We expect to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be placed through individual purchase orders as needed.  With profound knowledge and expertise in cosmetic chemistry and professional skincare, this manufacturer has established itself as a leader in cutting edge formulations and product innovation in the field of skincare.

This manufacturer offers custom product formulation and manufacturing, allowinglaunch our Company to develop proprietary blends in order to privately brand our collection.

This supplier manufactures products in accordance with Good Manufacturing Procedures (GMP). It also follows the recommendations of the United States Food and Drug Administration and Health Canada and also adheres to the Quality Assurance Guidelines of the Cosmetic, Toiletry, and Fragrance Association. These guidelines enable us to guarantee the consistency and quality of our products from batch to batch. The manufacturer performs toxicity, microbiological, temperature, and stability tests on all formulations. They do not test on animals, and they select all botanicals for freshness, purity of source, quality, and potency. Every product will be researched and tested by the supplier’s manufacturing team before it is approved for sale.

We have built a state-of-the-art online store/website that integrates Amazon, Shopify, PayPal and Apple Pay platforms, with a direct marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately. The Company has engaged a team with proprietary algorithmic software to assist in making these marketing decisions. Management believes this will provide the Company a distinct advantage over other companies that outsource marketing and advertising efforts to third parties.

The skincare space is well-suited for direct-to-consumer sales, and there are several channels that the Company will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end support to process orders, is one ofinitiative during the Company’s key strengths over smaller competitors in the space. In addition, the Company is creating a brand that allows visibility and awareness to be molded organically, thereby increasing the brand’s value quickly.second quarter of 2023.

This includes, but is not limited to, developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan.

We began recognizing revenue December 2019.  Our first order from our manufacturer was placed July 19, 2019 and was received at the distribution center during the last week of October 2019 (shelf life on this order is last week of September 2021).  The second order from our manufacturer was placed August 2, 2019 and was received January 15, 2020 (shelf of this order is last week of December 2021).

As expiry dates draw nearer and no significant sales have been realized, the company is negotiating to sell the existing inventory at cost to a wholesaler.  Since, as of March 31, 2021 we have been unable to negotiate sale of the existing inventory, we have reduced the inventory value to $0.  New product will be purchased.

Business Segments

The Company consists of only one reportable business segment.

Employees

The Company does not currently have any employees other than the PresidentDirectors and Chief Executive Officer and Chief Financial OfficerOfficers who are responsible for strategic planning, sales and development, as well as some operational duties.

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The majority of manufacturing, distribution, marketing, and sales operations is outsourced. However, strategic planning and development will be performed internally by the Company. This includes, but is not limited to, developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plans.

Facilities and Properties

The Company does not own its own facilities and is presently renting an identity office at 5348 Vegas Drive #177, Las Vegas, Nevada 89108.

As the production of our products iswill be outsourced to a manufacturer, the Company has no need for a physical manufacturing facility.

Manufacturing and Materials

Our products have shown to be very effective in healing chronic wounds in multiple clinical evaluations, with 63% to 94% of wounds demonstrating closure.  All of our products feature our proprietary QBx™ ingredients which contribute to setting up a suitable environment to allow wounds to close.

The Company plans to use internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of the USA markets.  The packaging and labeling of our products for shipping and distribution iswill be outsourced. Management also outsources the delivery of its products to a name brand distributor who has an advanced fulfillment network. The Company will benefit from the distributor’s expertise in worldwide product delivery. As such, the Company has no need for a warehouse or distribution facility.

Manufacturing

Marketing and MaterialsDistribution

The primary raw materialsCompany will contact the Home Care Services facilities directly and will determine the requirements of each facility.  An agreement will be established outlining all protocols.  The product will be shipped directly from the manufacturer to the Home Care Service facilities that we will use inare funded by the manufacture of our products are various botanicals, peptides, collagen and vitamin C. These raw materials are readily available from multiple suppliers and are utilized widely in the cosmetic and skincare industry. The manufacturer sources the raw materials and blends them with our custom specifications.U.S. Government.

Distribution

We sell our products primarily through our own e-commerce websites directly to consumers online through Company-owned and operated e-commerce sites. While we expect a majority of our online sales to be generated in the United States, we intend for expansion of online sales growth globally.

Marketing

We continue to build brand awareness and sales through our digital presence, which encompasses e-commerce and m-commerce, as well as digital and social media. We wish to set the standard for online shopping by continually innovating to better meet consumer online shopping preferences (e.g., how-to videos, ratings and reviews, and mobile phone and tablet applications). We support our e-commerce and m-commerce businesses via digital and social marketing activities designed to build brand equity and consumer engagement. We will support our authorized retailers to strengthen their e-commerce businesses and drive sales of our brands on their websites. We are dedicating resources to implement coordinated, brand-enhancing strategies across all online activities to increase our direct access to consumers.

Competition

There is vigorous competition

QBx™ contributes to setting up a suitable environment to allow wounds to close.  Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the skin care industry. Brand recognition, quality, performance, availabilitydown regulation of proteases.  Other modern wound dressings such as hydrocolloids and price are some ofcollagens absorb wound fluids, but these dressings do not impact the factors that impact consumers’ choices among competing products.  We will compete against a number of companies, some of which have substantially greater resources than we do.cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.

Trademarks, Patents and CopyrightsCopyright

We have been granted trademark rights orand patent rights for the company logo that has been created for the company.  This  trademark hasWound Care Platform.  These trademarks and Patent have been approved by the United States Patent and Trademark Office.  We own the domain names www.eternelleskin.com, www.eternelleskincare.com, www.eternelleskincareproducts.com.

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The Company secured the domain name regenerexpharmainc.com when building the website.  The Company has now also secured the following domain names:

regenerexpharmainc.ca :  regenerexpharmainc.org:  regenerexpharmainc.uk:  regenerexpharmainc.eu:  regenerexpharmainc.mx:  regenerexpharmainc.us 

regenerexpharma.uk :  regenerexpharma.eu:  regenerexpharma.ca:  regenerexpharma.us:  regenerexpharma.mx

regenerexpharma.org:  regenerexpharma.net

Government Regulation

Our products are subject to regulation by the Food and Drug Administration and the Federal Trade Commission in the United States, as well as by various other federal, state, local and international regulatory authorities and the regulatory authorities in the countries in which our products are sold. Such regulations principally relate to the ingredients, manufacturing, labeling, packaging, marketing, advertising, shipment, disposal and safety of our products.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

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ITEM 1A.  RISK FACTORSFACTORS.

The Company will face competition from existing consumer product companies.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years. However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

Direct-to-consumer online sales of the Company’s skincare products are being marketed using social media strategies and top influencers in the skincare space. In addition, we plan to market our products through dermatologist offices. The Company faces vigorous competition from multinational consumer product companies. Some of these companies have greater resources than Peptide Technologies and may be able to respond to changing business and economic conditions more quickly. Competition in the skincare business is based on perceived value, branding, pricing, advertising, new product development, e-commerce initiatives, and other activities.

The Company has a lack of revenue history and has had a limited history of operations.

The Company was formed on November 18, 2005 for the purpose of engaging in any lawful business and had adopted a plan to engage the sale of art work over the internet.  The Company had minimal revenues.  On July 29, 2010, the Company changed its name from Online Originals, Inc. to CREENERGY Corporation.  The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities.  Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Alberta, Canada.  The Company was unable to identify any prospects or enter into any leases or agreements.

On August 23, 2011, the Company entered into an Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platform.  The Peptide Technology Platform included the technology platforms for developing a variety of drug candidates and biological solutions for existing problems in humans, animals, and the environment.  Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc.

Effective January 10, 2017, the Company changed its name to Eternelle Skincare Products Inc. to better convey the Company’s new business focus of developing and marketing skincare products.

Effective February 28, 2018, the Company changed its name back to Peptide Technologies, Inc. to better convey the broader potential of the Company.

On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th of the following month, for a period of 60 months.  The Company is continuingreceived all rights and title to doproprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

Management has decided to focus on this new business as Eternelle Skincare Products.development.  Effective November 29, 2021, the Company changed its name to Regenerex Pharma, Inc., to better convey the Company’s new business focus.

As of March 31, 2021,2022, the Company is not profitable.  The Company must be regarded as a start-up venture with all the unforeseen costs, expenses, problems, risks, and difficulties to which such ventures are subject.

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The Company can give no assurance of success or profitability to the Company’s investors.

There is no assurance that the Company will ever operate profitably.  There is no assurance that the Company will generate substantial revenues or profits, or that the market price of the Company’s common stock will increase thereby.

The Company will need additional financing for which it has no commitments, and this may jeopardize the execution of the Company’s business plan.

The Company has limited funds and such funds may not be adequate to carry out its business plan.  The Company’s ultimate success depends upon its ability to raise additional capital.  The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing.  If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company.  If not available, the Company’s operations will be limited to those that can be financed with its modest capital.

The Company will incur expenses in connection with its Securities and Exchange Commission (SEC) filing requirements and may not be able to meet such costs, which could jeopardize its filing status with the SEC.

As a public reporting company, the Company is required to meet the filing requirements of the SEC.  The Company may see an increase in its legal, accounting, auditing and fees and expenses as a result of such requirements.  Our costs will increase significantly as the Company expands operations.  Our filings are subject to comment from the SEC on its filings and/or it is required to file supplemental filings for transactions and activities.  If the Company is not compliant in meeting the filing requirements of the SEC, it could lose its status as a 1934 Act Company, which could compromise its ability to raise funds.

The Company is not diversified, and it is dependent on only one business.

Because of the Company’s limited financial resources, it is unlikely that it will be able to diversify its operations.  The Company’s probable inability to diversify its activities into more than one area will subject it to economic fluctuations within the industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.

The Company may in the future issue more shares, which could cause a loss of control by its present management and current stockholders.

The Company may issue additional shares as consideration for cash, assets, or services out of its authorized, but unissued, common stock that would, upon issuance, represent a majority of the voting power and equity of the Company.  The result of such an issuance would be that those new stockholders would control the Company, and unknown persons could replace the Company’s management.  Such an occurrence would result in a greatly reduced percentage of ownership of the Company by its current shareholders, which could present significant risks to investors.

The Company will depend upon its management, but it will have limited participation of management.

The Company currently has fourseven individuals who are serving as its officers and directors.  The Company will be heavily dependent upon their skills, talents, and abilities, as well as several consultants, to implement the Company’s business plan.  The Company may, from time to time, find that the inability of its officers, directors, and consultants to devote their full-time attention to the Company’s business results in a delay in progress toward implementing its business plan.

The Company does not know of any reason, other than outside business interests, that would prevent them from devoting their attention full-time to the Company when the business may demand such full-time participation.

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The departure of key personnel could compromise the Company’s ability to execute its strategic plan and may result in additional severance costs.

The Company’s success largely depends on the skills, experience, and efforts of its key personnel.  The loss of these persons, or the Company’s failure to retain other key personnel, would jeopardize its ability to execute its strategic plan and materially harm its business.

The Company will need to recruit and retain additional qualified personnel to successfully grow its business.

The Company’s future success will depend in part on its ability to attract and retain qualified operations, marketing, sales, and engineering personnel.  Inability to attract and retain such personnel could adversely affect business growth.  The Company expects to face competition in the recruitment of qualified personnel and cannot provide any assurance that it will attract or retain such personnel.

The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company’s securities.

The Company is a “penny stock” company.  None of its securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors.  For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (excluding a primary residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000).  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale.  Effectively, this discourages broker-dealers from executing trades in penny stocks.  Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks."  Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended.  Because the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules would apply to the Company and its securities.  The rules will further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses.  The Company’s management is aware of the abuses that have occurred historically in the penny stock market.  Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company’s securities.

The Company’s officers and directors collectively own a substantial portion of its outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.

The Company’s officers and directors are collectively the beneficial owners of approximately 44%76.3% of the outstanding shares of the Company’s common stock. As long as the Company’s officers and directors collectively own a significant percentage of its common stock, other shareholders may generally be unable to affect or change the management or the direction of the Company without the support of its officers and directors. As a result, some investors may be unwilling to purchase the Company’s common stock. If the demand for the Company’s common stock is reduced because its officers and directors have significant influence over the Company, the price of the Company’s common stock could be materially depressed.Thedepressed.The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to the certificate of incorporation and approval of significant corporate transactions.

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The Company may seek to raise additional funds or develop strategic relationships by issuing capital stock.

The Company expects to finance its operations and developing strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce or dilute the percentage ownership of existing stockholders.  Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of existing stock.  Moreover, any issuances of equity securities may be at or below the prevailing market price of the Company’s stock and in any event may have a dilutive impact on investors’ ownership interest, which could cause the market price of stock to decline.

The Company may also raise additional funds through the incurrence of debt, and the holders of any debt the Company may issue would have rights superior to investors’ rights in the event the Company is not successful and is forced to seek the protection of the bankruptcy laws.

The Company will pay no foreseeable dividends in the future.

The Company has not paid dividends on its common stock and does not anticipate paying such dividends in the foreseeable future.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.  PROPERTIES.

The Company does not own its own facilities and is presently renting an identity office in Las Vegas, Nevada.

ITEM 3.  LEGAL PROCEEDINGS.

None.

ITEM 4.  MINING SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

There is no established public trading market for Peptide Technologies’Regenerex Pharma, Inc.’s common stock, par value $0.001 per share. There were no trades of Peptide Technologies’Regenerex Pharma, Inc.’s common stock during the years ended March 31, 20212022 and 2020.2021.

Holders of Record

As of March 31, 2021,2022, the Company had 185211 holders of record of its common stock.

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Dividend Policy

The Company has never declared or paid dividends on its common stock.  The Company intends to retain earnings, if any, to support the development of its business and therefore does not anticipate paying cash dividends for the foreseeable future.  Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results, and current and anticipated cash needs.

Issuer Purchases of Equity Securities

The Company did not repurchase any shares of its common stock during the years ended March 31, 20212022 and 2020.2021.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not authorized any securities for issuance under equity compensation plans.

ITEM 6.  SELECTED FINANCIAL DATA.

This Item is not required for smaller reporting companies, and the Company has elected to omit this information.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Plan of Operation

Discontinued Operations and New Developments

The Company’s business isof Regenerex Pharma, Inc. (formerly Peptide Technologies, Inc.), (the “Company”), had been to develop and market skincare products.  The Company has built a state-of-the-art online store with a direct marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately.was doing business as Eternelle Skincare Products.  The Company has engagedwas using proprietary peptide / collagen blends, and was developing a team with proprietary algorithmic softwarenumber of skincare products that demonstrated strong efficacy in providing youthful, healthy skin and significant anti-aging benefits to assist in making these marketing decisions. Management believes this will provideboth women and men.  These objectives have not been realized, and the Company has abandoned its efforts in this area. The financial results for periods prior to the abandonment of this area have been reflected in the accompanying statement of operations as discontinued operations as this change represented a distinct advantage over other companiesstrategic shift in our business that outsource marketinghad a major effect on our operations and advertising effortsfinancial results. There were no assets or liabilities related to third parties.this area as of March 31, 2022 or 2021.

The skincare space is well-suited for direct-to-consumer sales, and there are several channels that

On November 15, 2021, the Company will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along withentered into an Asset Purchase Agreement in which the back-end support to process orders, is oneCompany purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s key strengths over smaller competitorscommon stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th of the following month, for a period of 60 months.  The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in the space. In addition,U.S.

Chronic wounds impose significant costs to the CompanyUS economy.  Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost.  Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.2 million Americans suffering from chronic wounds.  Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.

The most common chronic wounds are diabetic foot ulcers and pressure ulcers.  The increasing number of Americans with diabetes and obesity we well as the aging population will create a brand that allows visibility and awarenesslikely cause the number of individuals with chronic wounds to be molded organically, thereby increasing the brand’s value quickly.

This includes, but is not limitedcontinue to developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan.

rise.  In addition to basic social media strategies, management intendsthe immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect.  The costs of medical treatment could be expected to engage top influencers in the skincare space. The Company will identify newdecrease, and, potential influencers using proprietary algorithmic software tools. Subsequent to  pre-launch sales, management will create a predictable sales model to accelerate and project the Company’s future growth. The Company will utilize Facebook, Instagram, Twitter, and an online blog, and will retarget ads to IP addresses collected from online orders and influencers’ websites.

Given the complexity of global shipping, the Company has partnered with a name brand distributor to deliver its products. The distributor has an advanced fulfillment network, and the Company will benefit from the distributor’s expertise in worldwide product delivery. Management has negotiated an arrangement with the distributor to warehouse the Company’s products in the distributor’s fulfillment centers. The distributor will pick, pack, and ship products, as well as provide customer service for the Company’s products. The distributor’s fulfillment centers are built to efficiently manage inventory andpatients are able to handle cross-border shipping and customs issues.return to work sooner, productivity would increase.

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We are now in the process of putting together a marketing and sales funnel with the right channels and key trackable metrics to test and adjust the funnel for maximum effectiveness. Our long-term marketing objectives include creating brand visibility and awareness, securing paid social media and online advertising, blogging and content marketing, and developing a public relations strategy. Marketing media to be engaged will include social media networks, such as Facebook, Instagram, Twitter, and YouTube Pre-Roll Ads. Additional advertising channels will be engaged, including Google PPC (Search Ads), retargeting ads, influencer marketing, and content marketing. In addition, we will be creating video content to be used on our website. We expected to launch our marketing campaign in the second quarter of the fiscal year ending March 31, 2021.  Due to the COVID-19 pandemic, our sales launch was delayed.staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.”  These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance.  Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer.  The Company had negotiatedCompany’s first markets will be those segments that are totally “at risk” for single payments to close the wounds.  Today, the fastest growing segment in the US wound market is Home Health and entered into a verbal agreement with a social media marketing group which wasNursing Homes due to commence February 2021.  This commencement date has been moved to July 2021.the aging population.

The Company will rely on related party advances to fund these expenditures until it can raise money through debt and/or equity financing.

In February 2018, the Company changed its name from Eternelle Skincare Products Inc. to Peptide Technologies, Inc. to better convey the broader future potential of the Company as peptides may be used in other applications aside from skincare products. However, as the Company’s current focus is developing and marketing skincare products, and as it has no current plans to expand outside this focus, the Company decided to file a DBA to continue doing business using the name, Eternelle Skincare Products.

Results of Operations for the Years Ended March 31, 20212022 and 20202021

At present, the Company has minimalno revenue. Net loss increased from $111,589decreased to $195,591 for the year ended March 31, 2020 to2022 from $353,752 for the year ended March 31, 2021 due to lower sales,a one-time write down of inventory, due to expiry of product in the latter half of 2021, and higher interest expenses offset by a lesser reductionincrease in operating expenses.

Liquidity and Capital Resources

The Company’s primary sources of liquidity and capital resources have been notes payable of $214,091$73,565 during the year ended March 31, 20202022 and $64,094 during the year ended March 31, 2021.  The Company requires significant cash to launch its business and reduce its liabilities.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations.  If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operation.  Our independent registered public accounting firm included an explanatory paragraph in their report regarding substantial doubt about the Company’s ability to continue as a going concern.

Cash Flow

The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:

Operating Activities

Cash used in operating activities was $62,652$69,922 and $291,179$62,652 for the years ended March 31, 20212022 and 2020,2021, respectively. The decreaseincrease in cash used in operating activities was primarily due to a decreasean increase in purchase of inventory and reduction in accounts payablestock-based compensation offset by a lesser decrease in net loss, increase in net loss.accounts payable and a decrease in provision for write down of inventory.

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Investing Activities

Cash used in investing activities was $0$8,600 and $6,000$0 for the years ended March 31, 20212022 and 2020.2021.  The decreaseincrease in cash used was a result of no additional improvements to our Website.

Financing Activities

Cash provided by financing activities was $64,094$74,260 and $214,093$64,094 for the years ended March 31, 20212022 and 2020,2021, respectively. The decreaseincrease in cash provided by financing activities was primarily due to lessan increase in cash received from notes payable.payable and related party advances.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the 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. The following is a summary of the significant accounting policies and related estimates that affect the Company’s financial disclosures.

Revenue Recognition

The new

When the Company begins revenues, the Company will record revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In applying the guidance ofunder ASC 606 the Companyby 1) identifiesidentifying the contract with the customer 2) identifiesidentifying the performance obligations in the contract 3) determinesdetermining the transaction price, 4) determines if an allocation of thatallocating the transaction price is required to the required performance obligations in the contract, and 5) recognizesrecognizing revenue when or as the companies satisfies a performance obligation.

We offer skincare products through our online store.  Revenuesexpect to generate revenue from home care service providers that are recognized gross when control of our goods are transferred tofunded by the customer, which generally occurs upon delivery to the customer.  At the time an order is accepted, prices are fixed and determinable and are not subject to adjustment.  We reserve the right to refuse all returns, reshipments and refunds.U.S. Government.  The Company defers revenue where the earnings process is not yet complete.

Impairment of Inventory due to shelf life, etc.

The long-lived assets held and used by  To date, no revenue has been generated from the Company are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  In the event that facts and circumstances indicate that the carrying amount of any long-lived asset may be impaired, an evaluation of recoverability is performed.  The Company made a provision for write down of inventory of $245,563 and $0 during the years ended March 31, 2021 and 2020.  There were no other impairment losses during the years ended March 31, 2021 and 2020.acquisition disclosed.

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Share-Based Payments

Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. Peptide Technologies estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of Peptide Technologies’ stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of share-based awards that will be forfeited prior to vesting. Incorrect estimates could have a significant impact on the Company’s financial statements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company’s market risk arises primarily from exposure to fluctuations in interest rates and exchange rates.  The Company presently only transacts business in Canadian and U.S. Dollars.  Management believes that the exchange rate risk surrounding future transactions of the Company will not materially or adversely affect the Company’s future earnings.  Management does not believe that the Company is subject to any seasonal trends.  The Company does not use derivative financial instruments to manage risks or for speculative or trading purposes.  Due to low revenue, there is a risk the Company inventories will not be sold prior to their expiry dates.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLMENTARYSUPPLEMENTARY DATA.

REGENEREX PHARMA, INC. 

(FORMERLY PEPTIDE TECHNOLOGIES, INC.
)

TABLE OF CONTENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Peptide Technologies,Regenerex Pharma, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Regenerex Pharma, Inc., formerly Peptide Technologies, Inc., (the “Company”) as of March 31, 20212022 and 2020,2021, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 20212022 and 2020,2021, 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.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not achieved positive earningsincurred continuing losses from operations and operating cash flows to enable the Company to finance its operations internally,has a significant accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ dbbmckennondbbmckennon

We have served as the Company’s auditor since 2017.

Newport Beach, California

June 23, 202128, 2022

15REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.
)

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

16

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.
)

STATEMENTS OF OPERATIONS 

The accompanying notes are an integral part of these financial statements.

17

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.
)

STATEMENTS OF CASH FLOWS 

The accompanying notes are an integral part of these financial statements.

18

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.
)

STATEMENTS OF STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements.

19

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.
)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

Regenerex Pharma, Inc., formerly Peptide Technologies, Inc., (the “Company” or “Peptide”“Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.  The Company’s business was to develop and market proprietary skincare products that was to be sold online. The majority of manufacturing, distribution, marketing, and sales operations was outsourced.  The Company’s attempt over the past four years to build a business that marketed skincare products online has not come to fruition, so management decided to change the business focus and look for other opportunities.

On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th of the following month, for a period of 60 months.  The Company will receive all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

Management has decided to focus on this new business development. The financial results for periods prior to the abandonment of the previous business line have been reflected in the accompanying statement of operations as discontinued operations as this change represented a strategic shift in our business that had a major effect on our operations and financial results. There were no assets or liabilities related to this area as of March 31, 2022 or 2021.

Risks and Uncertainties

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position and cash flows.

The Company has a lack of revenue history and has had a limited history of operations with the new business focus.  No revenue has historically been derived from the assets purchased.  Regenerex can give no assurance of success or profitability to the Company’s investors.

The Companies business is to develop and market skincareWoundcare Healing products. Its plan is to build a state-of-the-art online store with a direct marketing and sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately.  The Company will engagehas three technologies for different types of wound conditions:

The current product technology provides the Company a team with proprietary algorithmic softwarenumber of complete wound care protocols to assisttreat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in making these marketing decisions.the U.S. and global markets.

Currently, there are no products available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases.  Management believes that this will provide the Company a distinct advantage over other companies that outsource marketing and advertising efforts to third parties.providing services in this sector.

The skincarewound care healing space is well-suitedwell suited for direct-to-consumer sales, and thereHome Care service providers that are several channels thatfunded by the Company will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end support to process orders, is one of the Company’s key strengths over smaller competitors in the space. In addition, the Company will create a brand that allows visibility and awareness to be molded organically, thereby increasing the brand’s value quickly.

The Company has identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The Company does not intend to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be placed through individual purchase orders as needed. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital to carry out its plan of operation and competition from existing consumer product companies.

US Government.  The majority of manufacturing distribution, marketing, and sales operationsdistribution will be outsourced.  However, strategic planning and development will be performed internally by the Company. This includes, but is not limited to, developing our catalog of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan.

NOTE 2 – GOING CONCERN

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations and had an accumulated deficit of $1,739,102$1,934,693 as of March 31, 2021.2022.  The Company also has current liabilities in excess of current assets of $613,204.$652,557. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

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These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Basis of Presentation and Use of Estimates

These financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could ultimately differ from those estimates.  The most significant estimate impacted these financial statements relates to the recovery of our inventories due to the limited shelf life.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Inventories

Inventories consist of purchased skincare products held for resale. 

Inventories are valued at the lower of cost and net realizable value with the cost being determined on a first-in, first-out basis (FIFO) cost method.  During the year ended March 31, 2021, the Company recorded an impairment of inventories totaling $245,563.  At March 31, 2022 and 2021, there is no inventory.

Website

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the years ended March 31, 2022 and 2021 was $3,529 and 2020 was $4,661, and $6,991, respectively.

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Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  In the event that facts and circumstances indicate that the carrying amount of any long-lived asset may be impaired, an evaluation of recoverability is performed.  There were no0 impairment losses during the years ended March 31, 20212022 and 2020.2021.

Revenue Recognition

The Company will record revenue under ASC 606, by 1) identifiesidentifying the contract with the customer 2) identifiesidentifying the performance obligations in the contract 3) determinesdetermining the transaction price, 4) determines if an allocation of thatallocating the transaction price is required to the required performance obligations in the contract, and 5) recognizesrecognizing revenue when or as the companies satisfies a performance obligation.

We offer skincare products through our online store.  Revenuesexpect to generate revenue from home care service providers that are recognized gross when control of our goods are transferred tofunded by the customer, which generally occurs upon delivery to the customer.  At the time an order is accepted, prices are fixed and determinable and are not subject to adjustment.U.S. Government.  The Company deferswill defer revenue where the earnings process is not yet complete.  To date, no revenue has been generated from the asset acquisition. 

Share-Based Payments

The Company recognizes the cost of employee share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.

Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. Peptide TechnologiesThe Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of Peptide Technologies’the Company’s stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the amount of share-based awards that will be forfeited prior to vesting.

The fair value of restricted stock awards is based on the par value of Peptide Technologies’the Company’s common stock on the date of grant.

Income Taxes

Certain income and expense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, applying enacted statutory income tax rates in effect for the year in which the differences are expected to reverse.  A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Income (Loss) Per Share

Basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.

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Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

The Company’s financial instruments include accounts payable and accrued compensation. The carrying value of these instruments approximate their fair value because of their short-term nature.

Foreign Currency Translation and Transactions

The financial statements are presented in U.S. dollars. Foreign-denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in the results of operations.

Recent Accounting Pronouncements

The Financial Accounting Standards Board Issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. The following are recent accounting pronouncements which may impact the Company:

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes several practical expedients. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company has adopted the provisions of the new standard, but it has not had an impact on the Company as it does not have any leases.

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NOTE 4 – ACCRUED LIABILITIES

Accrued compensation consists of the following:

Schedule of Accrued Liabilities

Other accrued liabilities consist of the following:

Schedule of Other Accrued Liabilities

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer.

On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months.  The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

The Technology Platforms include but are not limited to:

Products:

Related Party Advances

The Company’s former Chief Financial Officer (“CFO”) advanced $0$695 and $2$0 to the Company during the years ended March 31, 20212022 and 2020,2021, respectively, to pay for operating expenses. The related-party advances totaled $131,687 and $130,992 as of March 31, 20212022 and March 31, 2020.2021, respectively.  The advances are due on demand.  The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019.  Repayment is due no later than June 30, 2021.2023.  Interest expense was $13,099$13,120 and $9,869$13,099 during the years ended March 31, 2021,2022, and March 31, 2020,2021, respectively, which is included in other accrued liabilities.

NOTE 6 – NOTES PAYABLE TO SHAREHOLDER

During the year ended March 31, 2019, a shareholder of the Company was issued a promissory note in the principal amount of $70,000.  The note was unsecured and bore interest at ten (10) percent, per annum.  This note was reissued on February 19, 2021 in the principal amount of $83,838 which included the original principal of $70,000 plus interest accrued as at February 19, 2021 in the amount of $13,838.  Repayment of the note is due no later than February 19, 2023.

During the year ended March 31, 2020, a shareholder was issued eight (8) additional promissory notes totaling $214,091.  The notes were reissued during the year ended March 31, 2022 in the principal amount of $266,921 which included the original principal plus interest accrued.  They are unsecured and bear interest at ten (10) percent per annum with principal and interest due 24 months after the date of issue.

During the year ended March 31, 2021, a shareholder was issued additional 23 promissory notes totaling $66,660.  These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due 24 months after the date ifof issue.

During the year ended March 31, 2022, a shareholder was issued additional nine (9) promissory notes totaling $73,565.  These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due 24 months after the date of issue.

Future annual minimum principal only payments for shareholders notes are as follows:

Future Minimum Principal Payments On The Notes Payable

Aggregate interest expense was $29,806$42,677 and $18,789$29,806 during the years ended March 31, 20212022 and 2020,2021, which is included in other accrued liabilities at March 31, 2021 and 2020, respectively.

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NOTE 7 – COMMON STOCK

The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share.During the year ended March 31, 2022, Irene Getty, who resigned as a member of the Board of Directors, transferred 45,000,000 shares of common stock with an estimated fair value of $45,000 to Gregory Pilant and Deborah Pilant upon their appointment as Directors and Officers of the Company.  Irene Getty continues to be the Chief Financial Officer of the Company. Irene Getty was a significant shareholder owning more than 10% of the shares outstanding at the time. The Company recognized stock-based compensation of $45,000 within general and administrative expenses in the accompanying statement of operations related to this transfer of shares.

NOTE 8 – INCOME TAXES

Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. Reconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the years ended March 31, 20212022 and 2020:2021:

Reconciliation Of The Income Tax Provision

The composition of the Company’s deferred tax assets as of March 31, 20212022 and 20202021 is as follows:

Deferred Income Tax Assets And Liabilities

The valuation allowance increased by $22,700$38,200 and $21,000$22,700 during the years ended March 31, 20212022 and March 31, 20202021 respectively.

The Company had a net operating loss carryforward balance of approximately $1,300,000$1,500,000 as of March 31, 2021.2022. The Company’s net operating losses have expiration dates ranging from 2024 to 2040.2037. Net operating loss carryforwards generated in 2018 and later have indefinite carryforward periods. The future utilization of the net operating losses may potentially be impacted by IRS Section 382 limitations as a result of the significant change in ownership resulting from the November 15, 2021 Asset Purchase Agreement discussed in Note 5.

The Company’s recognized and unrecognized deferred tax assets related to unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carryforwards as their utilization is not considered “more likely than not” at this time.

The Company has recently filed its US federal income tax returns.  The Company’s Federal tax filings are subject to audit since 2015.2016.  The Company does not have an ongoing IRS examination.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers. See Note 5 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Asset Purchase Agreement. To date no amounts have been payable under this agreement.

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NOTE 10 – SUBSEQUENT EVENTS

On April 15, 2019,May 3, 2022, a shareholder of the Company was issued a promissory note in the principal amount of $67,257 ($90,000 Canadian Funds).$6,500.  The note was unsecured and bore interest at ten (10) percent, per annum.  This note was reissued on April 15, 2021 in the principal amount of $80,708 ($108,000 Canadian Funds) which included the original principal of $67,257 ($90,000 Canadian Funds) plus interest accrued as at February 19, 2021 in the amount of $13,451 ($18,000 Canadian Funds).   Repayment of the note is due no later than April 15, 2023.

On May 10, 2021, a shareholder was issued a promissory note in the principal amount of $1,240 ($1,500 Canadian Funds).  This note is unsecured and bears interest at ten (10) percent per annum with principal and interest due 24 months after the date of issue. 

On June 2, 2021, a shareholder was issued a promissory note in the principal amount of $4,150 ($5,000 Canadian Funds).  This note is unsecured and bears interest at ten (10) percent per annum with principal and interest due 24 months after the date of issue.  

On June 17, 2021, a shareholder was issued a promissory note in the principal amount of $16,155 ($20,000 Canadian Funds).  This note is unsecured and bears interest at ten (10) percent, per annum with principal and interest due 24 months after the date of issue.

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On May 20, 2020 a shareholder of the Company was issued a promissory note in the principal amount of approximately $7,100 ($10,000 Canadian Funds).  This note was reissued on May 20, 2022 in the principal amount of $9,346 ($12,000 Canadian Funds) which included the original principal of approximately $7,100 ($10,000 Canadian Funds) plus interest accrued as at May 20, 2022 in the amount of approximately $1,400 ($2,000 Canadian Funds).  The note is unsecured and bears interest at ten (10) percent per annum.  Repayment of the note is due no later than May 20, 2024.

On June 23, 2022, a shareholder of the Company was issued a promissory note in the principal amount of $27,500.  The note is unsecured and bears interest at ten (10) percent, per annum with principal and interest due 24 months after the date of issue.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.  CONTROLS AND PROCEDURES

This report includes the certifications of our Chief Executive Officer and our Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company maintained effective internal control over financial reporting as of March 31, 2019,2022, as such term is defined in Exchange Act Rule 13a-15(f).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2021.2022.

Management’s Report on Internal Control over Financial Reporting

Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Internal controls for Regenerex Pharma, Inc. ( formerly: Peptide Technologies Inc.) were presented and accepted by the Board as of January 22, 2020 and updated February 10, 2021.  The updated internal controls were again presented and accepted by the Board as of February 25, 2022.  In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31, 2021,2022, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were effective as of March 31, 2021.2022.

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Inherent Limitations on Internal Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS.OFFICERS

Mr. Gregory P. Pilant, Director, Chairman of the Board, Chief Executive Officer

Greg Pilant is the founder, CEO, and Chairman of several private companies.  Mr. Pilant is a lifelong entrepreneur and founder and Chairman of Greystone Pharmaceuticals, Inc.  Prior to Greystone he was CEO of Medical and Pharma Companies including Stanley Pharmaceuticals, National Labs, and MedStat.  Mr. Pilant has set-up manufacturing facilities in United States, China, Europe and the Middle East, and has had 30 years of experience in every aspect of Woundcare from FDA and CE compliance reimbursement, manufacturing and distribution.  Mr. Pilant was one the of first fifteen voted into University of Memphis “Business Hall of Fame”.

Ms. Deborah Pilant, Director, Secretary/Treasurer

Deborah Pilant has her Master’s Degree in Education, and Eds Instructional Leadership.  She is Founder and CEO of a regional construction company.  Ms. Pilant experience includes ten years as Vice-President of sales and marketing with a national book manufacturer as well as twenty years in education and supervision with the Tennessee Board of Education 

Mr. Bruce Sellars, Director Chief Executive Officer

Bruce M. Sellars, P.Eng., MBA is a seasoned executive with over 40 years of business experience in a variety of technical, managerial, and executive positions. Mr. Sellars has held executive level positions in business development and marketing for firms in the renewable energy, oil and gas, electric utility, and water and wastewater utility industries. These firms include Texaco Canada, Nexen, North Canadian Oils, EPCOR, TransAlta, Hydroxyl, Hill Murray & Associates, Highwater Power, and Cedar Road LFG. He has created and executed strategic and tactical marketing and sales plans and has led business development and sales teams. Mr. Sellars has successfully led the North American sales efforts for two European manufacturing companies. Mr. Sellars has founded several companies and has been a Directordirector of a publicly traded company and several private companies.

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Ms. Irene Getty, Director, Chief Financial Officer

Ms. Irene Getty is an experienced executive having served as a Director and President of publicly traded companies.  Ms. Getty has over 20 years of accounting experience as an Owner and Director of Aspire Business Service, a company serving various companies in Western Canada. Previously, Ms. Getty gained 25 years of experience in the accounting departments of Rendek Construction Ltd. and other companies in Western Canada.  Ms. Getty has been a Director and Officer of a publicly traded company and several private companies.

Dr. Dennis Cox, Director

Mr. Dennis Cox isTroy Thuet, Chief Operating Officer

Troy Thuet, having completed a business consultant who has servedFellowship program in various management positions.  He hasAging and Regenerative Medicine brings over 3515 years of business experience in a variety of managerial and executive positions.  As a Managing Partner of a private company, Mr. Thuet has consulted with non-profit and hospital groups with needed Personal Protection Equipment, working with international groups to provide COVID related testing products.  Mr. Thuet, an experienced executive with a proven track record for Business Development with individuals and team building, has managed accounts from onboarding, product design and formulation, sourced product components, maintained regulatory compliance, and managed production through completion. 

Dr. Lee Ori, Chief R & D Officer

Dr. Lee Ori graduated from Auburn University Harrison School of Pharmacy (AUHSOP) magna cum laude with his doctorate in various manufacturingpharmacy. He worked for Eli Lilly and service-oriented companies.  From 1965Company as a clinical liaison to 1985, Mr. Cox worked at Canadian Forest Products Ltd. (CFP), a large building products company producing plywoodphysicians. Lee presently holds pharmacist license(s) in 10 states and hard board paneling, in New Westminster, British Columbia.  Mr. Cox has held a wide variety ofnumerous executive positions with CFP, including Buyer, Senior Buyer, Mill Stores,based on his extensive compounding background. These include serving as Director or Pharmaceutical Operations for Optimal Health Labs, LLC, and Maintenance Coordinator and Shipper.Chief Medical Officer for Ready Scrip, LLC.

From 1986 to 2003, Mr. Cox worked as a consultant and then as an employee manager for Industrial Equipment Company Ltd. (IECO), a power transmission distributor that was located in Delta, British Columbia. IECO carried a full range of power transmission equipment, bearings, material handling, fluid power, and other related products.

Since 2001 and up to the present, Mr. Cox was President of Denox Holdings Inc., his personal holding company, where he manages investments and contracts with companies in the forestry industry to set up warehousing systems.

In August 2014, Mr. Cox was appointed to serve as a Director and Officer of Peptide Technologies Inc., a company registered with the Securities and Exchange Commission.

Mr. Byron Striloff, Vice President Finance

Mr. Byron Striloff spent 35 years as a senior investment advisor in the areas of personal and corporate investment management, tax planning, venture capital, insurance, and estate planning. He was a producing branch manager and has held senior management and directorship positions for various national investment dealers. His most recent account executive position as a senior personal and corporate investment advisor from 2012 through January 2016 was with CIBC Wood Gundy. He is also presently a Director of Nationwide Self Storage and a Trustee for Valhalla Diamond Trust.

His primary area of specialization is the development of financial strategies that optimize investment performance from long-term trends, tax minimization, and wealth creation for individuals and businesses. He is also a master qualified member of the Dent Foundation and frequently speaks at public seminars on demographic economic forecasting.

ITEM 11.  EXECUTIVE COMPENSATION.

The Company has not awarded or paid to the named executive officers any compensation during the years ended March 31, 20212022 and 2020.2021.  Effective February 23, 2019, the Board has agreed that salaries will not be accrued or paid for 24 months from the date of the resolution.  Further, the Board has agreed on February 10, 202125, 2022 that salaries will not be accrued or paid for an additional 15 months from the date of the resolution.

Compensation of Directors

The Company does not compensate its directors for their time spent on behalf of the Company, but they are entitled to receive reimbursement for all out-of-pocket expenses incurred for attending Board of Directors meetings.

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Pension and Retirement Plans

Currently, the Company does not offer any annuity, pension, or retirement benefits to any of its officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with the company, or from a change in the control of the Company.

Employment Agreements

The Company does not have written employment agreements with any of its key employees.

Audit Committee

Presently, the Board of Directors is performing the duties that would normally be performed by an audit committee.  The Board of Directors intends to form a separate audit committee and is seeking potential independent directors.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information, as of March 31, 2021,2022, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group.  Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s common stock.  As of March 31, 2021,2022, there were 127,112,660277,112,660 shares of common stock outstanding.

The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right.  Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.  The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

The table also shows the number of shares beneficially owned as of March 31, 20212022 by each of the individual directors and executive officers and by all directors and executive officers as a group.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

None.

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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.  The aggregate fees billed by dbbmckennon for the audit and reviews of the Company’s financial statements were $24,500$30,260 and $24,500 for the fiscal years ended March 31, 2022 and 2021, and 2020, respectively.

Audit-Related Fees.  The aggregate fees billed by dbbmckennon for assurance and related services, that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 20212022 and 20202021 and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.

Tax Fees.  The aggregate fees billed by dbbmckennon for professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended March 31, 2022 and 2021 were $4,000 and 2020 were $0.$0 respectively.

All Other Fees.  The aggregate fees billed by dbbmckennon for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31, 20212022 and 20202021 were $0.

PART IV

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS.

See Item 13 “Financial Statements and Supplementary Data.” The following is a complete list of exhibits filed as part of this Form 10. Exhibit numbers correspond to Item 601 of Regulation S-K.

Notes:

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SIGNATURES

In accordance with 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, there unto duly authorized.

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.