UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December 31, 2022~~June 30, 2023

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

Commission File No. 000-53230

REGENEREX PHARMA, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0479983
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

5348 Vegas Drive #177

Las Vegas, NV 89108

(Address of principal executive offices)

~~(702) 273-3772~~(877) 761-7479

Registrant’s telephone number, including area code

~~________________________~~

~~(Former name or former address, if changed since last report.)~~

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

Yes [X ] No [ ]

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

Yes [X] No [ ]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-Accelerated filer	[ ]	Smaller reporting company	[X]
		Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

Yes [ ] No [X]

Securities registered pursuant to Section 12(b) of the Act: None

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~January 24,~~August 14, 2023
Common stock, $0.001 par value		~~277,112,660~~277,437,660

“Explanatory Note Regarding Forward-Looking Statements:”

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. 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:

● our ability to add new customers;

● the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows;

● the potential benefits of and our ability to maintain our relationships, and establish or maintain future collaborations or strategic relationships or obtain additional funding;

● our marketing capabilities and strategy;

● our ability to maintain a cost-effective program;

● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

● our competitive position, and developments and projections relating to our competitors and our industry;

● our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and

● the impact of laws and regulations.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

REGENEREX PHARMA, INC.

I~~NDEX~~INDEX TO FORM 10-Q FILING

FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER 31,~~JUNE 30, 2023 AND 2022 ~~AND 2021~~

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Balance Sheets	1
	Statements of Operations	2
	Statements of Cash Flows	3
	Statements of Stockholders’ Deficit	4
	Notes to Financial Statements	5
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mining Safety Disclosures	17
Item 5	Other Information	17
Item 6.	Exhibits	17

CERTIFICATIONS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REGENEREX PHARMA, INC.

BALANCE SHEETS

(UNAUDITED)

		December 31, 2022			March 31, 2022		June 30, 2023			March 31, 2023
ASSETS

Current Assets
Cash and equivalents	$	1,203		$	2,640		$	67,754		$	1,135
Prepaid expenses		2,500			5,256			23,300			—
Total Current Assets		3,703			7,896			91,054			1,135

Website, net of accumulated amortization of $25,690 and $23,174, respectively		4,910			7,426
Computer equipment, net of accumulated amortization of $82 and $0, respectively		1,316			—
Website, net of accumulated amortization of $27,112 and $26,397, as of June 30, 2023 and March 31, 2023, respectively								3,488			4,203
Furniture and computer equipment, net of accumulated depreciation of $313 and $197 as of June 30, 2023 and March 31, 2023								4,714			1,201
Right of use assets								940,348			—
Total Assets	$	9,929		$	15,322		$	1,039,604		$	6,539

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	66,125		$	63,027		$	96,504		$	75,145
Related party advances		131,887			131,687			1,685			131,887
Accrued compensation		221,192			221,192			221,192			221,192
Other accrued liabilities		118,301			91,667			76,973			125,787
Current portion of notes payable to shareholder		337,369			152,880			268,489			222,771
Current portion of lease liabilities								136,883			—
Total Current Liabilities		874,874			660,453			801,726			776,782

Notes payable to shareholder, net of current portion		173,712			340,486			295,769			314,704
Notes payable to related parties		38,000			—			38,000			38,000
Notes payable								184,232			—
Lease liabilities, net of current portion								803,845			—
Total Liabilities		1,086,586			1,000,939			2,123,572			1,129,486

Commitments and Contingencies (Note 7)								-			-

Stockholders’ Deficit
Common stock: $0.001 par value: 675,000,000 shares authorized: 277,112,660 issued and outstanding at December 31, 2022 and March 31, 2022		277,113			277,113
Common stock: $0.001 par value: 675,000,000 shares authorized: 277,332,660, and 277,112,660 issued and outstanding at June 30, 2023 and March 31, 2023								277,333			277,113
Additional paid-in capital		671,963			671,963			896,297			671,963
Accumulated deficit		(2,025,733	)		(1,934,693	)		(2,257,598	)		(2,072,023	)
Total Stockholders’ Deficit		(1,076,657	)		(985,617	)		(1,083,968	)		(1,122,947	)
Total Liabilities and Stockholders’ Deficit	$	9,929		$	15,322		$	1,039,604		$	6,539

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

REGENEREX PHARMA, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended
	June 30,
	2023			2022
Operating Expenses:
General and administrative	$	157,174		$	17,285
Sales and marketing		3,000			—
Total Operating Expenses		160,174			17,285

Operating Loss		(160,174	)		(17,285	)

Other (Expense):
Interest expense		(18,506	)		(15,518	)
Foreign currency gain (loss)		(6,895	)		9,599
Total Other Expense		(25,401	)		(5,919	)

Net Loss	$	(185,575	)	$	(23,204	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		277,156,286			127,112,660

Three Months Ended

Nine Months Ended

December 31,

December 31,

2022

2021

2022

2021

Operating Expenses

General and administrative
$
28,802

$
61,975

$
67,592

$
94,737

Sales and marketing

300

—

300

—

Total Operating Expenses

29,102

61,975

67,892

94,737

Operating Loss

(29,102
)

(61,975
)

(67,892
)

(94,737
)

Other Income (Expense)

Interest expense

(17,241
)

(14,548
)

(49,365
)

(44,130
)
Foreign currency gain (loss)

(3,057
)

(1,889
)

26,217

483

Total Other Income (Expense)

(20,298
)

(16,437
)

(23,148
)

(43,647
)

Loss from Continuing Operations

(49,400
)

(78,412
)

(91,040
)

(138,384
)

Loss from Discontinued Operations

—

(1,022
)

—

(8,758
)

Net Loss
$
(49,400
)
$
(79,434
)
$
(91,040
)
$
(147,142
)

Basic and Diluted Loss per Common Share
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Weighted Average Number of Common Shares Outstanding

227,112,660

203,743,095

277,112,660

152,749,024

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

REGENEREX PHARMA, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended
	June 30,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(185,575	)	$	(23,204	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation		831			1,071
Stock-based compensation		34,554			—
Amortization of ROU assets, net of liabilities		380			—
Foreign currency adjustments		6,895			(9,599	)
Changes in operating assets and liabilities:
Prepaid expenses		(23,300	)		2,756
Accounts payable and accrued liabilities		44,978			(6,092	)
Net cash used in operating activities		(121,237	)		(35,068	)

Cash Flows from Investing Activities:
Purchase of furniture and computer equipment		(3,629	)		—
Net cash used in investing activities		(3,629	)		—

Cash Flows from Financing Activities:
Related party advances		1,485			100
Proceeds from notes payable to shareholder		—			34,000
Proceeds from sale of common stock and warrants		190,000			—
Net cash provided by financing activities		191,485			34,100

Increase (decrease) in cash and equivalents		66,619			(968	)
Cash and cash equivalents, beginning of period		1,135			2,640
Cash and cash equivalents, end of period	$	67,754		$	1,672

Supplemental Cash Flow Information – Cash Paid For:
Income taxes	$	—		$	—
Interest	$	—		$	—
Non-Cash Investing and Financing Activities:
Accrued interest converted into note payables	$	72,996		$	1,435
Operating leases, ROU asset and liabilities	$	953,535		$	—
Shares issued for the acquisition of intellectual property	$	—		$	150,000

For the Nine Months Ended

December 31,

2022

2021

Cash Flows from Operating Activities:

Net loss

$
(91,040
)

$
(147,142
)
Loss from discontinued operations

—

8,758

Adjustments to reconcile net loss to cash flows used in operating activities:

Depreciation

2,598
��
2,329

Foreign currency adjustments

(26,217
)

(483
)
Stock-based compensation

—

45,000

Changes in operating assets and liabilities:

Prepaid expenses

2,756

1,213

Accounts payable and accrued liabilities

38,763

36,033

Net cash used in continuing operating activities

(73,140
)

(54,292
)
Net cash used in discontinued operating activities

—

(8,758
)
Net cash used in operating activities

(73,140
)

(63,050
)

Cash Flows from Investing Activities:

Website

—

(8,600
)
Computer equipment

(1,398
)

—

Net cash used in investing activities

(1,398
)

(8,600
)

Cash Flows from Financing Activities:

Related party advances

200

455

Proceeds from notes payable to shareholder

34,901

67,082

Proceeds from notes payable to related parties

40,500

—

Partial repayment of note payable to related parties

(2,500
)

—

Net cash provided by financing activities

73,101

67,537

Decrease in cash and equivalents

(1,437
)

(4,113
)
Cash and cash equivalents, beginning of period

2,640

6,902

Cash and cash equivalents, end of period

$
1,203

$
2,789

Supplemental Cash Flow Information – Cash Paid For:

Income Taxes

$
—

$
—

Interest

$
—

$
—

Non-Cash Investing and Financing Activities:

Accrued interest converted into note payable to shareholder

$
7,211

$
27,254

Shares issued for the acquisition of intellectual property

$
—

$
150,000

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

REGENEREX PHARMA, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR

~~(UNAUDITED)~~THE THREE MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

(UNAUDITED)

Common Stock

Shares

Amount

Additional
Paid-in Capital

Accumulated Deficit

Stockholders’ Deficit

Balance at
March 31, 2021
127,112,660

$
127,113

$
776,963

$
(1,739,102
)
$
(835,026
)
Net loss
—

—

—

(67,708
)

(67,708
)
Balance at
September 30, 2021
127,112,660

$
127,113

$
776,963

$
(1,806,810
)
$
(902,734
)
Balance at
September 30, 2021
127,112,660

$
127,113

$
776,963

$
(1,806,810
)
$
(902,734
)
Common stock issued for purchase of intellectual property
150,000,000

150,000

(150,000
)

—

—

Stock-based compensation
—

—

45,000

—

45,000

Net loss
—

—

—

(79,434
)

(79,434
)
Balance at
December 31, 2021
277,112,660

$
277,113

$
671,963

$
(1,886,244
)
$
(937,168
)

Balance at
March 31, 2022
277,112,660

$
277,113

$
671,963

$
(1,934,693
)
$
(985,617
)
Net loss
—

—

—

(41,640
)

(41,640
)
Balance at
September 30, 2022
277,112,660

$
277,113

$
671,963

$
(1,976,333
)
$
(1,027,257
)
Balance at
September 30, 2022
277,112,660

$
277,113

$
671,963

$
(1,976,333
)
$
(1,027,257
)
Net loss
—

—

—

(49,400
)

(49,400
)
Balance at
December 31, 2022
277,112,660

$
277,113

$
671,963

$
(2,025,733
)
$
(1,076,657
)


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance at March 31, 2022	277,112,660	$	277,113	$	671,963	$	(1,934,693	)	$	(985,617	)
Net loss	—		—		—		(23,204	)		(23,204	)
Balance at June 30, 2022	277,112,660	$	277,113	$	671,963	$	(1,957,897	)	$	(1,008,821	)

Balance at March 31, 2023	277,112,660	$	277,113	$	671,963	$	(2,072,023	)	$	(1,122,947	)
Shares and warrants sold for cash	190,000		190		189,810		—			190,000
Stock-based compensation	30,000		30		34,524		—			34,554
Net loss	—		—		—		(185,575	)		(185,575	)
Balance at June 30, 2023	277,332,660	$	277,333	$	896,297	$	(2,257,598	)	$	(1,083,968	)

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

REGENEREX PHARMA, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS

Regenerex Pharma, Inc., formerly Peptide Technologies, Inc. (the “Company” or “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 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 the wound treatment market 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.

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. 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 wound care healing space is well suited for Home Care service providers that are funded by the US Government. ~~The majority of manufacturing and distribution will be outsourced. However, strategic~~Strategic planning and development will be performed internally by the Company.

NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Operating results for the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending March 31, ~~2023.~~2024. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, ~~2022,~~2023 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, ~~2022,~~2023 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

NOTE 3 – 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 $2,257,598 as of ~~December 31, 2022, it had~~June 30, 2023. The Company also has excess liabilities over assets of ~~$1,076,657.~~$1,083,968 These factors raise ~~substantial~~ doubt about the Company’s ability to continue as a going concern.

The Company requires significant cash to launch its business and reduce its payable. 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. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, ~~management expects that~~ the Company ~~will~~may need to curtail or alter its plan of operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

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 4 –SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company will record revenue under ~~ASC~~Accounting Standards Codification (“ASC”) 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.

We expect to generate revenue from home care service providers that are funded by the U.S. Government. The Company ~~defers~~will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1.

Earnings per Share

Earnings per share is reported in accordance with FASB ~~Accounting Standards Codification (“ASC”)~~ ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.

During the three months ended June 30, 2023, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. Conversion of outstanding warrants may result in approximately one million additional shares of common stock outstanding. As of ~~December 31~~,June 30, 2023 and 2022, ~~and 2021,~~ the Company ~~does not have any~~had common share ~~equivalents outstanding.~~warrants outstanding of 1,115,000 and 0, respectively.

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 three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and 2022 was $715 and ~~2021 was $723 and $2,516 and $1,016 and $2,329,~~$1,071, respectively.

Furniture and Computer Equipment

~~Expenditures related to the maintenance of the Company’s~~

Furniture and computer equipment are ~~expensed as incurred. Purchase of computer equipment with~~stated at cost, ~~over $500 are capitalized and amortized~~less accumulated depreciation. Depreciation is computed using the straight-line method over the ~~computer’s~~ estimated useful life of three (3) to five (5) years. ~~Amortization~~Depreciation expense for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and 2022 was $116 and ~~2021 was $82~~$0. Significant betterments are capitalized while purchases under $500 are expensed as incurred.

Right of Use Assets and ~~$82~~Lease Liabilities

The Company has active operating lease arrangements for office space, production equipment, and $0production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and ~~$0 respectively.~~related lease liabilities for these leases as of June 2023.

The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remining lease term.

Stock-Based Compensation

Stock-based compensation is measured at the grant date, based on the estimated fair value of the award. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock warrant is estimated on the date of grant using the Black-Scholes option valuation model. Restricted shares are measured based on the fair market value of the underlying stock on the grant date.

Recent Accounting Pronouncements

The Financial Accounting Standards Board issued 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.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6).

On June 10, 2023, the Company, has entered into an agreement with Woundcare Labs, LLC., a party related to the CFO and CEO of the Company, to lease a plant and to lease equipment in Tennessee. (see note 7).

Related Party Advances

~~During the nine-month period ended December 31, 2022, the~~

The Company’s former Chief Financial Officer (“CFO”) had advanced the Company monies for operating expenses; no amounts were advanced during the periods presented. The advances were due on demand, but no later than June 30, 2023.

The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019. During the three months ended June 30, 2023, this note was transferred to a relative of the former CFO and was renewed upon maturity in the principal amount of $131,687 plus interest accrued as at June 30, 2023 in the amount of $52,545. Interest expense was $3,285 and $3,284 during the three-month periods ended June 30, 2023 and 2022, respectively. This transaction is no longer considered related party in nature, and thus is included in Notes payable in the accompanying balance sheet.

The Company’s Chief Executive Officer (“~~CEO”~~CFO”) advanced the Company monies for operating expenses in the net amount of $1,485 and $100 during the three months ended June 30, 2023 and June 30, 2022. The advances are due on demand.

The related party advances totaled $1,685 and $131,887 as at June 30, 2023 and March 31, 2023, respectively.

Notes Payable to Related Parties

During the year ended March 31, 2023, the Company’s CFO and the Company’s CEO advanced the Company monies for operating expenses in the amount of ~~$200.~~$40,500. No repayment was made during the periods ended June 30, 2023 and June 30, 2022. The ~~related party~~ advances ~~totaled $131,887~~are due on demand and ~~$131,687 as of December 31, 2022, and March 31, 2022, respectively. The related party advances~~ accrue interest at ten (10) percent per annum. ~~Interest expense was $9,922 and $9,879 during the nine-month periods ended December 31, 2022, and 2021, respectively.~~

~~Notes Payable to Related Parties~~

On July 29, 2022, the Company’s Chief Financial Officer (“CFO”) and the Company’s Chief Executive Officer (“CEO”) were issued a promissory note in the principal amount of $7,500 for monies advanced for operating expenses. November 13, 2022, a partial repayment of $2,500 was made by the Company. The balance outstanding on December 31, 2022,Repayment is ~~$5,000 and accrues interest at ten (10) percent per annum with repayment due no later than July 29, 2024.~~

~~On November 4, 2022, an additional promissory note was issued to the CFO and the CEO in the amount of $33,000 with repayment~~ due no later than November 4, 2024.

The related party notes payable totaled $38,000 as at June 30, 2023 and March 31, 2023. Interest ~~expense was $890~~expenses were $981 and $0 during the ~~nine-month~~three-month periods ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021, respectively.~~respectively, which is included in other accrued liabilities.

Note ~~Payables~~Payable to ~~Shareholders~~Shareholder

As at ~~December 31, 2022~~June 30, 2023 and March 31, ~~2022,~~2023, the Company had various promissory notes with total outstanding principal balances of ~~$511,081~~$564,258 and ~~$493,366,~~$537,475, respectively, due to a shareholder of the Company. These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from ~~January 4,~~August 18, 2023 to ~~December 30, 2024.~~June 17, 2025.

During the ~~nine months~~three-months ended ~~December 31, 2022,~~June 30, 2023, notes with principal amounts totaling approximately ~~$35,000~~$102,000 ($~~46,500~~134,500 Canadian Funds) that came due during the period were reissued in the total principal amount of approximately ~~$46,000~~$126,000 ($~~55,800~~161,400 Canadian Funds) which included the principal amount plus accrued interest of approximately ~~$7,000~~$20,500 ($~~9,300~~26,900 Canadian ~~Funds).~~

During the nine months ended December 31, 2022, a note with principal amount of $1,074 that came due November 22, 2022, was reissued in the principal amount of $1,289 which included the principal amount plus accrued interest of $215.

~~The reissued notes are unsecured, bear interest at 10% per annum, and have revised maturity dates ranging from May 20, 2024, to December 30, 2024.~~

~~During the nine-month period ended December 31, 2022, a shareholder was issued additional three (3) promissory notes totaling $34,901.~~Funds.) These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due twenty-four (24) months after the date of issue.

~~Total accrued~~

Aggregate interest ~~on notes payable to shareholder~~expense was $14,240 and ~~related parties~~$12,235 during the three months ended June 30, 2023 and ~~related party advances was $116,901 and $74,748 as of December 31,~~ 2022, ~~and March 31, 2022, respectively,~~ which is included in other accrued ~~liabilities.~~liabilities at June 30, 2023 and March 31, 2023, respectively.

NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY

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 ~~will receive~~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:

Proteomic research platforms which include proprietary blends.

~~Proteomic research platforms which include proprietary blends.~~

Combination design Techniques

Patent Pending Proprietary Blends

Patent Pending Formulas

Trademarks and all pending Trademarks

510K USA FDA, information, and Know-how for application

All Clinical trials, (Right to use)

CE mark (International)

Regenerex Library formula incorporated in the Wound Healing Technology.

Wound Healing Technology QBX

B.~~Combination design Techniques~~

C.~~Patent Pending Proprietary Blends~~

D.~~Patent Pending Formulas~~

E.~~Trademarks and all pending Trademarks~~

F.~~510K USA FDA, information and Know-how for application~~

G.~~All Clinical trials, (Right to use)~~

H.~~CE mark (International)~~

I.~~Regenerex Library formula incorporated in the Wound Healing Technology.~~

J.~~Wound Healing Technology QBX~~

K.Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.

Products:

Xcellderma over the counter product.

Accelerex, combination product as a drug device.

1.~~Xcellderma over the counter product.~~

2.~~Accelerex, combination product as a drug device.~~

3.Accelerex in a tube.

NOTE 7 – 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 6 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~~Payments made to the Company’s CEO and CFO in connection with the Asset Purchase Agreement are $9,000 and $0 as at June 30, 2023 and March 31, 2023, respectively. The outstanding liability of $19,500 and $0 as at June 30, 2023 and March 31, 2023 respectively, is included in other accrued liabilities.

NOTE 8 – OPERATING LEASES

On April 1, 2023, the Company entered into an office lease agreement commencing in May 2023 which expires on April 30, 2028. Under this agreement, the monthly rental payments are $1,650 throughout the term of the lease. The Company is required to pay for all utilities used on the premises and has paid a security deposit of $800 which is included in prepaid expenses.

On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920, The Company is working to have ~~been payable under~~the premise certified by the FDA and will pay all related costs. Until the certification is complete, the monthly rent is reduced by forty (40%) percent to $10,800. Under this ~~agreement.~~ agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027.

During the three-month periods ended June 30, 2023 and June 30, 2023 the operating lease cost was $21,600 and $0 respectively and is included in general and administrative expenses in the accompanying financial statements.

NOTE 9 – STOCKHOLDERS’ DEFICIT

The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share.

On June 21, 2023, the Company approved the issuance of 30,000 shares of common stock with an estimated fair value of $30,000 as compensation to the board members for their service up to the end of June 30, 2023. During the three months ended June 30, 2023, stock-based compensation of $30,000 was expensed within general and administrative expenses.

On June 21, 2023, the Company agreed to compensate each board member, beginning June 29, 2023, a quarterly compensation of ten thousand (10,000) warrants which are vested immediately. The warrants are exercisable at thirty-On June 21, 2023, the Company agreed to compensate each of the three board member, beginning June 29, 2023, a quarterly compensation of ten thousand (10,000) warrants which are vested immediately. The warrants are exercisable at thirty-three ($0.33) cents per share and expire July 1, 2029. The total fair value of these warrants was $3,036, which was expensed as stock-based compensation within general and administrative expense.

On June 13, 2023, the Company signed an employment agreement with an employee. Fifteen thousand (15,000) warrants were issued for work performed prior to the date of the agreement. Additional compensation will be 15,000 warrants to be issued quarterly, starting at the quarter ending September 30, 2023, and will continue until the Company has sufficient cash flows to pay cash compensation. The warrants are exercisable at thirty-three ($0.33) cents per share and expire July 1, 2029. During the three months ended June 30, 2023 and June 30, 2022, stock-based compensation related to these warrants was $1,518 and $0 and is included in general and administrative expense.

On June 19, 2023, the Company signed an advisory agreement with a consultant as an advisor for a period of one (1) year. Agreed compensation is a warrant to purchase up to one hundred twenty thousand (120,000) common shares of the company exercisable at thirty-three ($0.33) cents with a five (5) year option to execute. The warrants shall be earned on a prorate basis, calculated monthly from July 1, 2023 to June 30, 2024.

The warrant fair values were estimated using a Black Scholes model. The fair value of the warrants is $12,141 and will be expensed at $3,035 per quarter from September 30, 2023 to June 30, 2024. The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate of 5.19%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 80.0%.

The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.

As of the date of this valuation, the Companies stock was not trading. The volatility was not calculated on each date shares were issued but was calculated at the end of the quarterly reporting period prior to the date the warrants were issued. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.

The dividend yield assumption for equity awards granted is based on Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.18 per share based upon an allocation of the recent cash price paid for common stock and warrants during the three months ended June 30, 2023.

During the three-month period ended June 30, 2023, the Company issued one hundred ninety thousand (190,000) shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of for a total of one hundred ninety thousand ($190,000) dollars. Five warrants were issued for each share purchased, for a total of nine hundred fifty thousand (950,000) warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreement.

As of June 30, 2023, 1,115,000 warrants had been issued of which 995,000 are vested. None of the warrants have been exercised. Remaining stock-based compensation is $30,351 and will be recognized over the next three years.

NOTE 810 – SUBSEQUENT EVENTS

~~On January 4,~~Starting July 1, 2023, the Company agreed to pay the CEO a base pay in the gross amount of $360,000 per annum, payable semi-monthly and to provide a monthly medical allowance of $1,500 and a phone allowance of $100 per month.

Subsequent we approved the issuance of one ~~note to a shareholder that was originally due on January 4, 2023,~~hundred and five thousand (105,000) shares of common stock with a ~~principal amount~~par value of ~~approximately $400~~$0.001 for the price one ($~~500 Canadian Funds) was reissued in~~1) per share for a total of one hundred five thousand ($105,000) dollars. Five warrants were issued for each share purchased, for a total of 525,000 warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the principal amount of approximately $450 ($600 Canadian Funds) which included the original principal amount plus interest accrued as at January 4, 2023 in the amount of approximately $80 ($100 Canadian Funds). Repaymentdate of the ~~note is due no later than January 4, 2025.~~

On January 5, 2023, one note to a shareholder that was originally due on January 5, 2023, with a principal amount of approximately $400 ($500 Canadian Funds) was reissued in the principal amount of approximately $450 ($600 Canadian Funds) which included the original principal amount plus interest accrued as at January 5, 2023 in the amount of approximately $80 ($100 Canadian Funds). Repayment of the note is due no later than January 5, 2025.

On January 11, 2023, one note to a shareholder that was originally due on January 5, 2023, with a principal amount of approximately $800 ($1,000 Canadian Funds) was reissued in the principal amount of approximately $900 ($1,200 Canadian Funds) which included the original principal amount plus interest accrued as at January 11, 2023 in the amount of approximately $150 ($200 Canadian Funds). Repayment of the note is due no later than January 11, 2025.purchase agreements.

910

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

In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Regenerex Pharma, Inc., unless the context requires otherwise.

Forward-Looking Statements

The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

Estimated COVID-19 impacts and uncertainties

COVID-19 has severely impacted, and is expected to continue to impact, the economies of the U.S. and other countries around the world COVID-19 has created significant public health concerns as well as significant volatility, uncertainty, and economic disruption in every region in which we operate, all of which have adversely affected and may continue to adversely affect our industries and our business operations. Further, financial and credit markets have experienced and may again experience volatility.

Beginning in our first fiscal quarter of 2020, the novel coronavirus known as “COVID-19" began to spread throughout the world, resulting in a global pandemic. The pandemic triggered a significant downturn in global commerce as early as February 2020 and the challenging market conditions ~~have~~ continued throughout the second half of fiscal ~~2020~~2020; through 2021 and into the first half of fiscal 2022 and may continue for an extended ~~period.~~period of time.

COVID-19 continued to affect global economic conditions during the ~~nine~~three months ended ~~December 31, 2022.~~June 30, 2023. The Company expects this will continue in the Company’s ~~fourth~~second quarter.The situation surrounding COVID-19 remains fluid, and we are actively managing our response in collaboration with team members and business partners and assessing potential impacts to our financial position and operating results, as well as developments in our business.

~~Discontinued~~ Operations and New Developments

The business of Regenerex Pharma, Inc. (formerly Peptide Technologies, Inc.), (the “Company”), had been to develop and market skincare products. The Company was doing business as Eternelle Skincare Products. The Company, was, using proprietary peptide / collagen blends, and was developing a number of skincare products that demonstrated strong efficacy in providing youthful, healthy skin and significant anti-aging benefits to both women and men. These objectives have not been realized, and the Company has abandoned its efforts in this area.

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~~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.

Business of Issuer

The business of Regenerex Pharma, Inc., (the “Company” or “Regenerex Pharma,”), is to develop and market Woundcare Healing products. The Company has three technologies for different types of wound ~~conditions:~~conditions;

•

The first is for closing chronic wounds,

•

the second is for accelerating closure of acute or surgical wounds, and

•

the third solves the issue on contamination of all types of wounds including the destruction of biofilms.

The current product technology provides the Company a number of complete 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. and global markets.

Products:

Xcellderma OTC - Liquid Bandage Skin Protectant Xcellderma™ products are sterile wound dressings and are effective for treating diabetic foot ulcers, pressure ulcers, and other chronic wounds. During the last several years, a scientific and medical consensus has emerged that elevated protease levels impede wound healing. QBx™ the active ingredient down regulates the production of certain proteases and matrix metalloproteases, or MMPs, which are protein enzymes that are proven to impede the healing of a majority of chronic wounds. Approximately 80% of chronic wounds display elevated levels of proteases (including MMPs).

Accelerex Sterile Wound Cream - The first commercially available medical device, Accelerex, is for the treatment of a wide variety of chronic and acute wounds. Accelerex is a custom-designed, FDA and CE approved unit-dose, sterile wound dressing impregnated with an ointment containing QBx. Chronic wounds are generally defined as wounds that have not healed after thirty days of consistent clinical treatment, and include diabetic ulcers, burns, pressure ulcers (bedsores), and venous stasis ulcers. The Company’s ~~broadly enabling~~broadly-enabling technology was discovered from oak bark extract and referred to as QBx™.

Accelerex Impregnated Sterile Wound Dressing - For use as a wound dressing to manage pressure ulcers (stages I-IV), stasis ulcers, diabetic skin ulcers, skin irritations, cuts, and abrasions. FDA-cleared, prescription-only combination device that blends the benefits of a wound dressing with two drug components. Provides 3 modes of action to help treat acute and chronic wounds: Protective dressing, moisturizing ointment and 2 drug components: rubidium chloride and potassium chloride.

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 healing ultimately 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.

Chronic 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 ~~2017,~~2021, there were more than ~~6.2~~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~~population.

The Company has purchased proprietary wound care formulations, and the Company is using internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of the USA markets. We expect to launch our sales initiative during the Company’s ~~fourth~~third quarter of ~~2023.~~2024.

The Company, has entered into an agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and equipment, in Tennessee.

Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products. The Company has engaged into an agreement as of June 11, 2023, in the amount of $45,000, with First Forte Consultancy in the UAE to assist in meetings and road shows, introducing potential clients for distribution of the companies wound care product. A deposit of $22,500 was paid June.15 2023 and the balance of $22,500 is to be paid after the road shows and meetings are completed, in the Company’s third or fourth quarter.

Financial Results and Trends

Results of Operations for the ~~Nine~~Three Months Ended ~~December 31,~~June 30, 2023 and 2022 ~~and 2021~~

At present, the Company has $0 revenue during the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023 and ~~2021, respectively.~~June 30, 2022. Net loss ~~decreased~~increased from ~~$147,142~~$23,204 for the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022 to ~~$91,040~~$157,075 for the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023 due to ~~discontinued operations loss in the nine-month period ended September 30, 2021, lower office expense, accounting fees, professional fees, and higher foreign exchange gains offset by lesser~~an increase in ~~filing~~consulting fees, travel, meals and ~~website expenses.~~entertainment expenses, office lease and marketing expenses as well as stock-based compensation.

Liquidity and Capital Resources

The Company requires significant cash to launch its business and reduce its payables. 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. The Company’s primary sources of liquidity and capital resources have been notes payable and raising equity capital, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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 operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

Cash Flow

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

	Three Months Ended
	June 30,
	2023			2022
Net cash (used in) provided by:
Operating activities	$	(121,237	)	$	(35,068	)
Investing activities	$	(3,629	)	$	—
Financing activities	$	191,485		$	34,100

Nine months Ended

December 31,

2022

2021

Net cash (used in) provided by:

Operating activities
$
(73,140
)

$
(63,050
)
Investing activities
$
(1,398
)

$
(8,600
)
Financing activities
$
73,101

$
67,537

Operating Activities

Cash used in continuing operating activities was ~~$73,140~~$121,237 and ~~$63,050~~$35,068 for the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021,~~ respectively. The increase in cash used in operating activities was primarily due to ~~discontinued operations loss~~increased net losses, stock-based compensation, increase in ~~the nine-month period ended September 30, 2021, increase filing fees, and website~~prepaid expenses, offset by ~~a lesser decrease~~reductions in ~~office supplies, accounting fees~~foreign currency adjustments and ~~professional fees,~~increase in accounts payable.

Investing Activities

Cash used in investing activities was ~~$1,398~~$3,629 and ~~$8,600~~$0 for the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023 and ~~2021.~~2022. The ~~decrease~~increase in cash used ~~in investing activities~~ was due to ~~a decrease in Website Development.~~the purchase of furniture and fixtures.

Financing Activities

Cash provided by financing activities was ~~$73,101~~$191,485 and ~~$67,537~~$34,100 for the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021,~~ respectively. The increase in cash provided by financing activities was primarily due to ~~an increase in notes payables issued to related parties.~~the sale of stock.

Off-Balance Sheet Arrangements

None.

1314

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We had no material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

This report includes the certification of our Chief Executive 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 ~~December 31, 2022,~~June 30, 2023, 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 concluded that our disclosure controls and procedures were effective as of ~~December 31, 2022.~~June 30, 2023.

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

1415

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.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended ~~December 31, 2022,~~June 30, 2023, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were effective as of ~~December 31, 2022.~~June 30, 2023.

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:

	●	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes;

	●	Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override;

	●	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

	●	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and

	●	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

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.

1516

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of ~~December 31, 2022,~~June 30, 2023, the Company is not involved in any material litigation.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

During the ~~nine~~three months ended ~~December 31, 2022, Regenerex did not sell any unregistered equity securities.~~June 30, 2023, the Company issued one hundred ninety thousand (190,000) shares of common stock with a par value of $0.001 for the prince of one ($1) dollar per share for a total of one hundred ninety thousand ($190,000) dollars. Five warrants were issued for each share purchased, for a total of nine hundred fifty thousand (950,000) warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. EXHIBITS

Exhibits

3.0	Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

3.1	Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

3.2	Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

3.3	Corporate Bylaws. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

10.1	Advance from Shareholder of Regenerex ~~Pharma,~~Parama, Inc. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

1617

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant	Regenerex Pharma, Inc.

Date: ~~January 24,~~August 14, 2023	By:	/s/ Gregory Pilant
	Gregory Pilant
	Chief Executive Officer


		Three Months Ended						Nine Months Ended
		December 31,						December 31,
		2022			2021			2022			2021

Operating Expenses
General and administrative	$	28,802		$	61,975		$	67,592		$	94,737
Sales and marketing		300			—			300			—
Total Operating Expenses		29,102			61,975			67,892			94,737

Operating Loss		(29,102	)		(61,975	)		(67,892	)		(94,737	)

Other Income (Expense)
Interest expense		(17,241	)		(14,548	)		(49,365	)		(44,130	)
Foreign currency gain (loss)		(3,057	)		(1,889	)		26,217			483
Total Other Income (Expense)		(20,298	)		(16,437	)		(23,148	)		(43,647	)

Loss from Continuing Operations		(49,400	)		(78,412	)		(91,040	)		(138,384	)

Loss from Discontinued Operations		—			(1,022	)		—			(8,758	)

Net Loss	$	(49,400	)	$	(79,434	)	$	(91,040	)	$	(147,142	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		227,112,660			203,743,095			277,112,660			152,749,024


		For the Nine Months Ended
		December 31,
		2022			2021
Cash Flows from Operating Activities:
Net loss	$	(91,040	)	$	(147,142	)
Loss from discontinued operations		—			8,758
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation		2,598		��	2,329
Foreign currency adjustments		(26,217	)		(483	)
Stock-based compensation		—			45,000
Changes in operating assets and liabilities:
Prepaid expenses		2,756			1,213
Accounts payable and accrued liabilities		38,763			36,033
Net cash used in continuing operating activities		(73,140	)		(54,292	)
Net cash used in discontinued operating activities		—			(8,758	)
Net cash used in operating activities		(73,140	)		(63,050	)

Cash Flows from Investing Activities:
Website		—			(8,600	)
Computer equipment		(1,398	)		—
Net cash used in investing activities		(1,398	)		(8,600	)

Cash Flows from Financing Activities:
Related party advances		200			455
Proceeds from notes payable to shareholder		34,901			67,082
Proceeds from notes payable to related parties		40,500			—
Partial repayment of note payable to related parties		(2,500	)		—
Net cash provided by financing activities		73,101			67,537

Decrease in cash and equivalents		(1,437	)		(4,113	)
Cash and cash equivalents, beginning of period		2,640			6,902
Cash and cash equivalents, end of period	$	1,203		$	2,789

Supplemental Cash Flow Information – Cash Paid For:
Income Taxes	$	—		$	—
Interest	$	—		$	—
Non-Cash Investing and Financing Activities:
Accrued interest converted into note payable to shareholder	$	7,211		$	27,254
Shares issued for the acquisition of intellectual property	$	—		$	150,000


	Common Stock
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Stockholders’ Deficit
Balance at March 31, 2021	127,112,660	$	127,113	$	776,963		$	(1,739,102	)	$	(835,026	)
Net loss	—		—		—			(67,708	)		(67,708	)
Balance at September 30, 2021	127,112,660	$	127,113	$	776,963		$	(1,806,810	)	$	(902,734	)
Balance at September 30, 2021	127,112,660	$	127,113	$	776,963		$	(1,806,810	)	$	(902,734	)
Common stock issued for purchase of intellectual property	150,000,000		150,000		(150,000	)		—			—
Stock-based compensation	—		—		45,000			—			45,000
Net loss	—		—		—			(79,434	)		(79,434	)
Balance at December 31, 2021	277,112,660	$	277,113	$	671,963		$	(1,886,244	)	$	(937,168	)

Balance at March 31, 2022	277,112,660	$	277,113	$	671,963		$	(1,934,693	)	$	(985,617	)
Net loss	—		—		—			(41,640	)		(41,640	)
Balance at September 30, 2022	277,112,660	$	277,113	$	671,963		$	(1,976,333	)	$	(1,027,257	)
Balance at September 30, 2022	277,112,660	$	277,113	$	671,963		$	(1,976,333	)	$	(1,027,257	)
Net loss	—		—		—			(49,400	)		(49,400	)
Balance at December 31, 2022	277,112,660	$	277,113	$	671,963		$	(2,025,733	)	$	(1,076,657	)