SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

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

For the transition period from

Commission File No. 333-191725

REGEN BIOPHARMA, INC.

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

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

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

(Address of Principal Executive Offices)

619 722-5505

(Issuer’s telephone number)

None

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

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

Yes ☒ No

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

Yes ☐ No ☒

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

☐ Large accelerated filer	☐ Accelerated filer
☐☒ Non-accelerated filer	☒ Smaller reporting company
	☐ Emerging Growth Company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~July 17, 2022~~June 30, 2023 Regen Biopharma, Inc. had ~~4,970,002,832~~3,381,366 common shares outstanding.

As of ~~July 17, 2022~~June 30, 2023 Regen Biopharma, Inc. had ~~439,293,406~~409,551 shares of Series A Preferred Stock outstanding.

As of ~~July 17, 2022~~June 30, 2023 Regen Biopharma, Inc. had ~~50,000~~34 shares of Series AA Preferred Stock outstanding.

As of ~~July 17, 2022~~June 30, 2023 Regen Biopharma, Inc. had ~~44,000,000~~29,338 shares of Series M Preferred Stock outstanding.

As of ~~July 17, 2022~~June 30, 2023 Regen Biopharma, Inc. had ~~10,000~~15,007 shares of Series NC Preferred Stock outstanding

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

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2022
(unaudited) As of September 30, 2021
ASSETS
CURRENT ASSETS
Cash $ 110,993 $ 727,162
Accounts Receivable, Related Party 295,466 213,192
Note Receivable, Related Party 5,396 5,396
Accrued Interest Receivable 629 230
Prepaid Expenses 27,801 48,144
     Total Current Assets 440,286 994,124

OTHER ASSETS
Investment Securities 26,828 198,006
Investment Securities, Related Party 222,580 19,969
Total Other Assets 249,408 217,975
TOTAL ASSETS $ 689,693 $ 1,212,099
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 28,799 91,498
Notes Payable 227 1,429,179
Accrued payroll taxes 4,241 4,241
Accrued Interest 691,985 954,861
Accrued Rent 0
Accrued Payroll 1,266,679 1,266,679
Other Accrued Expenses 41,423 41,423
Bank Overdraft 1,000 1,000
Due to Investor 20,000 20,000
Unearned Income 1,749,930 1,843,806
Derivative Liability 3,654,003 6,892,477
Convertible Notes Payable Less  unamortized discount 1,571,090 2,131,311
Convertible Notes Payable, Related Parties Less  unamortized discount 10,000 21,500
Total Current Liabilities 9,039,377 14,697,976
Long Term Liabilities:
Convertible Notes Payable, Related Parties Less  unamortized discount 0
Total Long Term Liabilities
Total Liabilities 9,039,377 14,697,976
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 4,920,002,832 issued and outstanding as of June 30,2022 and 4,800,000,000 authorized and 4,350,554,514 shares issued and outstanding as of September 30 ,2021. 491,999 435,054
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of June 30,2022  and September 30,2021 respectively
Series A Preferred; 300,000,000 authorized as of September 30,2021 and 540,000,000 authorized as of June 30, 2022 439,293,406 and 431,998,817 outstanding as of  June 30,2022 and September 30, 2021 respectively 43,929 43,200
Series AA Preferred; $0.0001 par value 600,000 authorized and 50,000 and 50,000   outstanding as of June 30,2022 and September 30,2021 respectively 5 5
Series M Preferred; $0.0001 par value 300,000,000 authorized and  44,000,000 outstanding as of September 30,2021 and 60,000,000 authorized and 44,000,000 outstanding as of June 30, 2022 4,400 4,400
Series NC Preferred; $0.0001 par value 20,000  authorized and 10  outstanding as of September 30, 2021 and June 30,2022 respectively 1 1
Additional Paid in capital 11,200,998 8,644,037
Contributed Capital 736,326 736,326
Retained Earnings (Deficit) (20,827,342 ) (23,348,900 )
Total Stockholders' Equity (Deficit) (8,349,684 ) (13,485,877 )
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 689,693 $ 1,212,099

~~The Accompanying Notes are an Integral Part of These Financial Statements~~

REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		As of			As of
		June 30, 2023			September 30, 2022
		(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	692		$	51,204
Accounts Receivable, Related Party		56,547			254,273
Note Receivable, Related Party		0			0
Accrued Interest Receivable		0			0
Prepaid Expenses		377			20,945
Prepaid Rent		5,000			10,000
Total Current Assets		62,616			336,422
OTHER ASSETS
Investment Securities					0
Investment Securities, Related Party		222,580			222,580
Total Other Assets		222,580			222,580
TOTAL ASSETS	$	285,196		$	559,002

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		29,403			28,799
Notes Payable		100,710			710
Accrued payroll taxes		4,241			4,241
Accrued Interest		327,511			689,785
Accrued Rent		0			0
Accrued Payroll		1,256,630			1,266,679
Other Accrued Expenses		41,423			41,423
Bank Overdraft		1,000			1,000
Due to Investor		20,000			20,000
Unearned Income		1,623,370			1,718,290
Derivative Liability		1,400,000			3,551,793
Convertible Notes Payable Less unamortized discount		499,880			1,262,340
Convertible Notes Payable, Related Parties Less unamortized discount		10,000			10,000
Total Current Liabilities		5,314,169			8,595,061
Long Term Liabilities:
Convertible Notes Payable, Related Parties Less unamortized discount
Total Long Term Liabilities
Total Liabilities		5,314,169			8,595,061
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued and outstanding as of September 30, 2022 and 3,381,366 shares issued and outstanding as of June 30, 2023.		339			503,150
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30,2022 and June 30, 2023 respectively
Series A Preferred, 739,000,000 authorized as of June 30, 2023 and 540,000,000 authorized as of September 30, 2022; 293,033 and 409,551 outstanding as of September 30, 2022 and June 30, 2023 respectively		40			43,929
Series AA Preferred, $0.0001 par value 600,000 authorized and 34 and 34 outstanding as of September 30, 2022 and June 30,2023 respectively		0			5
Series M Preferred, $0.0001 par value 60,000,000 authorized and 29,338 outstanding as of June 30, 2023 and 60,000,000 authorized and 29,338 outstanding as of September 30, 2022		3			4,400
Series NC Preferred, $0.0001 par value 20,000 authorized and 15,007 outstanding as of June 30, 2023 and 7 outstanding as of September 30, 2022		2			1
Additional Paid in capital		13,658,153			11,581,499
Contributed Capital		736,326			736,326
Retained Earnings (Deficit)		(19,423,836	)		(20,905,369	)
Total Stockholders' Equity (Deficit)		(5,028,973	)		(8,036,059	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	285,196		$	559,002

The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023

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

Quarter Ended June 30, 2022 Quarter Ended June 30, 2021 (as restated) Nine Months Ended June 30, 2022 Nine Months Ended June 30, 2021 (as restated)
REVENUES
Revenues $ 31,292 $ 29,206 $ 93,877 $ 29,206
Revenues, Related Party 27,425 27,425 82,274 82,274
TOTAL REVENUES 58,717 56,631 176,151 111,480

COST AND EXPENSES
Research and Development 31,061 14,254 93,869 15,893
Research and Development, Related Party 0 0 117,250 0
General and Administrative 6,866 24,157 18,879 108,821
Consulting and Professional Fees 64,700 50,711 152,979 50,711
Rent 15,000 10,000 35,000 10,000
Total Costs and Expenses 117,627 99,122 417,977 185,425

OPERATING INCOME (LOSS) $ (58,910 ) $ (42,491 ) $ (241,827 ) $ (73,945 )

OTHER INCOME & (EXPENSES)
Interest Income 133 96 399 96
Interest Expense (30,399 ) (59,569 ) (107,970 ) (198,029 )
Interest Expense attributable to Amortrization of Discount (22,203 ) (414 ) (66,631 ) (47,063 )
Penalties 0 0 (300,000 ) 0
Unrealized Gain ( Loss) on sale of Investment Securities 161,729 (308,550 ) 31,433 (308,550 )
Gain(Loss) on sale of Investment Securities (206,900 ) (206,900 )
Gain (Loss) on derecognition of Accounts Payable 0 0 62,700 0
Derivative Income (Expense) 66,907,817 (6,871,286 ) 3,238,473 (4,546,175 )
Gain (Loss) on Extinguishment Convertible Debt 0 0 (95,019 ) 0
TOTAL OTHER INCOME (EXPENSE) 67,017,077 (7,446,623 ) 2,763,384 (5,306,621 )

NET INCOME (LOSS) $ 66,958,166 $ (7,489,114 ) $ 2,521,557 $ (5,380,566 )
NET INCOME (LOSS) attributable to common shareholders $ 60,931,932 $ (7,489,115 ) $ 2,294,618 $ (5,380,566 )

BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE 0.01274 $ (0.0021 ) $ 0.0005 $ (0.002 )

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,783,780,610 3,573,338,986 4794127177 2608298343

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

	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Nine Months Ended June 30, 2023			Nine Months Ended June 30, 2022
REVENUES
Revenues	$	31,640		$	31,292		$	94,920		$	93,877
Revenues, Related Party		27,425			27,425			82,274			82,274
TOTAL REVENUES		59,065			58,717			177,194			176,151

COST AND EXPENSES
Research and Development		45,001			31,061			176,960			93,869
Research and Development, Related Party		0			0			0			117,250
General and Administrative		9,262			6,866			36,660			18,879
Consulting and Professional Fees		74,957			64,700			546,437			152,979
Rent		15,000			15,000			45,000			35,000
Total Costs and Expenses		144,220			117,627			805,057			417,977

OPERATING INCOME (LOSS)	$	(85,155	)	$	(58,910	)	$	(627,863	)	$	(241,826	)

OTHER INCOME & (EXPENSES)
Interest Income		0			133			0			399
Interest Expense		(14,063	)		(30,399	)		(43,507	)		(107,970	)
Interest Expense attributable to Amortization of Discount		0			(22,203	)		0			(66,631	)
Penalties		0						0			(300,000	)
Unrealized Gain ( Loss) on sale of Investment Securities		0			161,729			0			31,433
Gain (Loss) on sale of Investment Securities		0			0			0
Gain (Loss) on derecognition of Accounts Payable		0			0			0			62,700
Derivative Income (Expense)		0			66,907,817			2,151,755			3,238,473
Financing Fees		0			0			0			0
Legal Settlement		0			0			0			0
Gain (Loss) on Extinguishment Convertible Debt		0			0			1,150			(95,019	)
TOTAL OTHER INCOME (EXPENSE)		(14,063	)		67,017,077			2,109,397			2,763,385

NET INCOME (LOSS)	$	(99,218	)	$	66,958,167			1,481,534		$	2,521,557
NET INCOME (LOSS) attributable to common shareholders	$	(99,218	)	$	60,931,931.00			1,303,750			2,294,618
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	$	(0.03	)	$	19.11		$	0.39		$	0.72
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		3381366			3189187			3370012			3196085

The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023

~~The Accompanying Notes are an Integral Part of These Financial Statements~~

REGEN BIOPHARMA , INC.
Condensed Consolidated Statement of Shareholder's Deficit
(Unaudited)
Nine Months Ended June 30, 2021 (as restated)

Series A Preferred Series AA Preferred Series NC Preferred Common Series M Preferred
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Contributed Capital Total
Balance September 30, 2020 Balance September 30, 2020 381,768,689 $ 38,177 50,000 5 — — 1,605,000,246 $ 160,498 44,000,000 $ 4,400 $ 8,313,876 $ (16,583,666 ) $ 731,711 $(7,334,998)
Shares issued for Debt 10/28/2020 Shares issued for Debt 57,726,183 5,773 (2,021 ) 3,752
Shares Issued For Interest 10/28/2020 Shares Issued For Interest 22,339,663 2,234 (782 ) 1,452
Shares issued for Debt 11/6/2020 Shares issued for Debt 60,007,919 6,001 (2,101 ) 3,900
Shares Issued For Interest 11/6/2020 Shares Issued For Interest 23,926,234 2,393 (838 ) 1,555
Shares issued for Debt 12/11/2020 Shares issued for Debt 60,834,498 6,083 1,217 7,300
Shares Issued For Interest 12/11/2020 Shares Issued For Interest 26,185,501 2,619 523 3,142
Shares issued for Debt 12/16/2020 Shares issued for Debt 3,300,000 330 99 429
Shares Issued For Interest 12/16/2020 Shares Issued For Interest 1,819,077 182 54 236
Shares issued for Fees 12/16/2020 Shares issued for Fees 1,228,077 123 36 159
Shares issued for Debt 12/16/2020 Shares issued for Debt 62,003,571 6,200 (2,170 ) 4,030
Shares Issued For Interest 12/16/2020 Shares Issued For Interest 26,155,352 2,616 (916 ) 1,700
Shares issued for Debt 12/17/2020 Shares issued for Debt 68,333,539 6,833 1,367 8,200
Shares Issued For Interest 12/17/2020 Shares Issued For Interest 14,883,378 1,488 212 1,700
Shares issued for Debt 12/17/2020 Shares issued for Debt 20,000,437 2,000 11,000 13,000
Shares Issued For Interest 12/17/2020 Shares Issued For Interest 12,378,732 1,238 6,808 8,046
Shares issued for Debt 12/23/2020 Shares issued for Debt 88,888,889 8,889 7,111 16,000
Shares Issued For Interest 12/23/2020 Shares Issued For Interest 19,555,555 1,956 1,294 3,250
Shares issued for Debt 12/31/2020 Shares issued for Debt 82,004,603 8,200 (2,870 ) 5,330
Shares Issued For Interest 12/31/2020 Shares Issued For Interest 35,832,781 3,583 (1,254 ) 2,329
Additions to Contributed Capital Quarter ended 12/31/2020 Additions to Contributed Capital Quarter ended 12/31/2020 1,865 1,865
Net Loss Quarter Ended December 31,2020 Net Loss Quarter Ended December 31,2020 — — — — 1,666,367 1,666,367
Balance December 31, 2020 Balance December 31, 2020 414,147,858 $ 41,415 50,000 5 — — 2,260,025,066 $ 226,001 44,000,000 $ 4,400 $ 8,330,646 $ (14,917,299 ) $ 733,576 $(5,581,256)
shares issued for debt 1/28/2021 shares issued for debt 85,900,000 8,590 (3,436 ) 5,154
shares issued for interest 2/23/2021 shares issued for interest 88,000,000 8,800 (4,400 ) 4,400
shares issued for debt 2/24/2021 shares issued for debt 71,430,421 7,143 22,857 30,000
shares issued for interest 2/24/2021 shares issued for interest 11,328,865 1,133 3,625 4,758
shares issued for debt 3/2/2021 shares issued for debt 80,928,505 8,093 (2,833 ) 5,260
shares issued for interest 3/2/2021 shares issued for interest 38,341,033 3,834 (1,342 ) 2,492
shares issued for debt 3/9/2021 shares issued for debt 67,175,355 6,718 (3,361 ) 3,357
shares issued for interest 3/9/2021 shares issued for interest 8,824,645 882 (441 ) 441
shares issued for debt 3/12/2021 shares issued for debt 16,666,667 1,667 (667 ) 1,000
shares issued for interest 3/12/2021 shares issued for interest 95,833,333 9,583 (3,833 ) 5,750
shares issued for debt 3/18/2021 shares issued for debt 68,319,520 6,832 (3,417 ) 3,415
shares issued for interest 3/18/2021 shares issued for interest 1,680,480 168 (84 ) 84
shares issued for debt 3/31/2021 shares issued for debt 38,519,260 3,852 (1,927 ) 1,925
shares issued for interest 3/31/2021 shares issued for interest 1,480,740 148 (74 ) 74
Additions to Contributed Capital Quarter ended 3/31/2021 Additions to Contributed Capital Quarter ended 3/31/2021 250 250
Net Income for the Quarter Ended March 31,2021 Net Income for the Quarter Ended March 31,2021 — — — — — 442,183 442,183
Balance March 31, 2021 Balance March 31, 2021 414,147,858 $ 41,415 50,000 5 0 0 2,934,453,890 $ 293,444 44,000,000 $ 4,400 $ 8,331,313 $ (14,475,117 ) $ 733,826 $(5,070,713)
Shares issued for Debt 4/12/2021 Shares issued for Debt 84,214,968 8,421 (5,310 ) 3,111
Shares issued for interest 4/12/2021 Shares issued for interest 785,032 79 (30 ) 49
Preferred Shares issued for Services 4/13/2021 Preferred Shares issued for Services 10000 1 1
Shares issued for Debt 4/13/2021 Shares issued for Debt 26,389,990 2,639 16,361 19,000
Shares issued for interest 4/13/2021 Shares issued for interest 6,578,052 658 4,078 4,736
Shares issued for Debt 4/13/2021 Shares issued for Debt 58,502,448 5,850 (2,340 ) 3,510
Shares issued for interest 4/13/2021 Shares issued for interest 25,134,385 2,513 (1,005 ) 1,508
Shares issued for Debt 4/15/2021` Shares issued for Debt 97,542,355 9,754 (3,414 ) 6,340
Shares issued for interest 4/15/2021` Shares issued for interest 48,909,645 4,891 (1,712 ) 3,179
Shares issued for Debt 4/15/2021` Shares issued for Debt 38,145,154 3,815 (1,527 ) 2,288
Shares issued for interest 4/15/2021` Shares issued for interest 11,336,846 1,134 (454 ) 680
Shares issued for Debt 4/15/2021` Shares issued for Debt 89,950,579 8,995 (4,757 ) 4,238
Shares issued for interest 4/15/2021` Shares issued for interest 360,821 36 (19 ) 17
Shares issued for Debt 4/16/2021` Shares issued for Debt 60,257,055 6,026 40,974 47,000
Shares issued for interest 4/16/2021` Shares issued for interest 10,498,830 1,050 7,139 8,189
Shares issued for Debt 4/21/2021 Shares issued for Debt 126,423,649 12,642 (4,987 ) 7,655
Shares issued for interest 4/21/2021 Shares issued for interest 37,390,351 3,739 (1,475 ) 2,264
Shares issued for Debt 4/28/2021 Shares issued for Debt 24,445,152 2,445 �� 19,555 22,000
Shares issued for interest 4/28/2021 Shares issued for interest 4,339,015 434 3,471 3,905
Shares issued for Debt 5/3/2021 Shares issued for Debt 21,792,903 2,179 (763 ) 1,416
Shares issued for interest 5/3/2021 Shares issued for interest 11,219,652 1,122 (393 ) 729
Shares issued for Debt 5/5/2021 Shares issued for Debt 18,271,120 1,827 (640 ) 1,187
Shares issued for interest 5/5/2021 Shares issued for interest 9,481,896 948 (332 ) 616
Shares issued for Debt 5/18/2021 Shares issued for Debt 33,772,000 3,377 (1,351 ) 2,026
Contributed Capital Quarter Ended June 30, 2021 Contributed Capital Quarter Ended June 30, 2021 2,500 2,500
Net Loss for the Quarter Ended June 30,2021 Net Loss for the Quarter Ended June 30,2021 — — — — (7,489,115 ) (7,489,115)
Balance June 30, 2021 Balance June 30, 2021 414,147,858 $ 41,415 50,000 $ 5 10,000 $ 1 3,780,195,788 $ 378,018 44,000,000 $ 4,400 $ 8,392,382 $ (21,964,232 ) $ 736,326 $(12,411,685)
Balance September 30, 2021 Balance September 30, 2021 431,998,817 $ 43,200 50,000 $ 5 10,000 $ 1 4,350,554,514 $ 435,054 44,000,000 $ 4,400 $ 8,644,037 $ (23,348,900 ) $ 736,326 $(13,485,877)
Shares issued for Debt 10/1/2021 Shares issued for Debt 10,000,000 1,000 99,000 100,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 2,666,200 267 26,395 26,662
Shares issued for Debt 10/1/2021 Shares issued for Debt 10,000,000 1,000 99,000 100,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 3,883,700 388 38,449 38,837
Shares issued for Debt 10/1/2021 Shares issued for Debt 6,022,971 602 49,398 50,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 2,361,366 236 19,367 19,603
Shares issued for Debt 10/1/2021 Shares issued for Debt 15,503,953 1,550 48,450 50,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 5,759,719 576 17,999 18,575
Shares issued for Interest 10/1/2021 Shares issued for Interest 23,255,888 2,326 72,674 75,000
Shares issued for Debt 10/1/2021 Shares issued for Debt 9,945,768 995 31,080 32,075
Shares issued for Interest 10/1/2021 Shares issued for Interest 7,751,973 775 24,225 25,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 3,211,178 321 10,035 10,356
Shares issued for Debt 10/1/2021 Shares issued for Debt 1,000,016 100 24,900 25,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 355,326 36 8,847 8,883
Shares issued for Debt 10/1/2021 Shares issued for Debt 4,000,047 400 49,600 50,000
Shares issued for Interest 10/1/2021 Shares issued for Interest 1,869,542 187 23,182 23,369
Shares issued for Debt 10/29/2021 Shares issued for Debt 10,256,427 1,026 98,974 100,000
Shares issued for Interest 10/29/2021 Shares issued for Interest 4,082,878 408 39,400 39,808
Shares issued for Debt 10/29/2021 Shares issued for Debt 8,421,053 842 39,158 40,000
Shares issued for Interest 10/29/2021 Shares issued for Interest 2,987,789 299 13,893 14,192
Shares issued for Debt 11/4/2021 Shares issued for Debt 6,250,082 625 49,375 50,000
Shares issued for Interest 11/4/2021 Shares issued for Interest 2,376,531 238 18,774 19,012
Shares issued for Debt 11/24/2021 Shares issued for Debt 72,476,800 7,248 3,716 10,964
Shares issued for Debt 11/24/2021 Shares issued for Debt 1,000,014 100 24,900 25,000
Shares issued for Interest 11/24/2021 Shares issued for Interest 461,086 46 11,481 11,527
Shares issued for Debt 11/24/2021 Shares issued for Debt 2,400,000 240 59,760 60,000
Shares issued for Interest 11/24/2021 Shares issued for Interest 1,017,600 102 25,338 25,440
Shares issued for Debt 12/10/2021 Shares issued for Debt 1,000,000 100 24,900 25,000
Shares issued for Interest 12/10/2021 Shares issued for Interest 425,000 43 10,583 10,625
Net Loss for the Quarter Ended December 31,2021 Net Loss for the Quarter Ended December 31,2021 — — — — 2,644,980 — 2,644,980
Balance December 31,2021 Balance December 31,2021 439,293,406 $ 43,929 50,000 $ 5 10,000 $ 1 4,564,002,832 $ 456,399 44,000,000 $ 4,400 $ 9,706,891 $ (20,703,920 ) — $(9,755,969)
Shares issued for Debt 3/28/2022 Shares issued for Debt 8,790,790 879 47,541 48,420
Shares issued for Interest 3/28/2022 Shares issued for Interest 7,209,210 721 38,987 39,708
Net Loss for the Quarter Ended March 31, 2022 Net Loss for the Quarter Ended March 31, 2022 — — — — (67,081,589 ) — (67,081,589)
Balance March 31, 2022 Balance March 31, 2022 439,293,406 $ 43,929 50,000 $ 5 10,000 1 4,580,002,832 $ 457,999 44,000,000 $ 4,400 $ 9,793,419 $ (87,785,509 ) — $(76,749,430)
Shares issued for Debt 4/5/2022 Shares issued for Debt 39,691,174 3,969 214,648 218,617
Shares issued for Interest 4/5/2022 Shares issued for Interest 308,826 31 1,670 1,701
Shares issued for Debt 4/8/2022 Shares issued for Debt 99,728,094 9,973 540,188 550,161
Shares issued for Interest 4/8/2022 Shares issued for Interest 271,906 27 1,473 1,500
Shares issued for Debt 5/16/2022 Shares issued for Debt 100,000,000 10,000 324,800 334,800
Shares issued for Debt 6/8/2022 Shares issued for Debt 100,000,000 10,000 324,800 334,800
Net Income for the Quarter Ended March 31, 2022 Net Income for the Quarter Ended March 31, 2022 — — — — 66,958,167 — 66,958,167
Balance June 30,2022 Balance June 30,2022 439,293,406 $ 43,929 50,000 $ 5 10,000 1 4,920,002,832 $ 491,999 44,000,000 $ 4,400 $ 11,200,998 $ (20,827,342 ) — $(8,349,684)

~~The Accompanying Notes are an Integral Part~~REGEN BIOPHARMA , INC.
Condensed Consolidated Statement of ~~These Financial Statements~~Shareholder’s Equity (Deficit)
(Unaudited)
Nine Months Ended June 30, 2022 and June 30, 2023


			Series A Preferred				Series AA Preferred				Series NC Preferred				Common				Series M Preferred
			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-in Capital			Retained Earnings			Contributed Capital		Total
Balance September 30, 2021		Balance September 30, 2021		288,190	$	28		34	$	0		7	$	0		2,900,914	$	290		29,338	$	3	$	9,126,378		$	(23,348,900	)	$	736,326	$(13,485,877)
Shares issued for Debt	10-01-2021	Shares issued for Debt														6,667		1						99,999							100,000
Shares issued for Interest	10-01-2021	Shares issued for Interest														1,777		0						26,662							26,662
Shares issued for Debt	10-01-2021	Shares issued for Debt														6,667		1						99,999							100,000
Shares issued for Interest	10-01-2021	Shares issued for Interest														2,589		0						38,837							38,837
Shares issued for Debt	10-01-2021	Shares issued for Debt														4,015		0						50,000							50,000
Shares issued for Interest	10-01-2021	Shares issued for Interest														1,574		0						19,603							19,603
Shares issued for Debt	10-01-2021	Shares issued for Debt														10,336		1						49,999							50,000
Shares issued for Interest	10-01-2021	Shares issued for Interest														3,840		0						18,575							18,575
Shares issued for Interest	10-01-2021	Shares issued for Interest														15,504		2						74,998							75,000
Shares issued for Debt	10-01-2021	Shares issued for Debt														6,631		1						32,074							32,075
Shares issued for Interest	10-01-2021	Shares issued for Interest														5,168		1						24,999							25,000
Shares issued for Interest	10-01-2021	Shares issued for Interest														2,141		0						10,356							10,356
Shares issued for Debt	10-01-2021	Shares issued for Debt														667		0						25,000							25,000
Shares issued for Interest	10-01-2021	Shares issued for Interest														237		0						8,883							8,883
Shares issued for Debt	10-01-2021	Shares issued for Debt		2,667		0																		50,000							50,000
Shares issued for Interest	10-01-2021	Shares issued for Interest		1,246		0																		23,369							23,369
Shares issued for Debt	10/29/2021	Shares issued for Debt														6,838		1						99,999							100,000
Shares issued for Interest	10/29/2021	Shares issued for Interest														2,722		0						39,808							39,808
Shares issued for Debt	10/29/2021	Shares issued for Debt														5,614		1						39,999							40,000
Shares issued for Interest	10/29/2021	Shares issued for Interest														1,992		0						14,192							14,192
Shares issued for Debt	11-04-2021	Shares issued for Debt														4,167		0						50,000							50,000
Shares issued for Interest	11-04-2021	Shares issued for Interest														1,584		0						19,012							19,012
Shares issued for Debt	11/24/2021	Shares issued for Debt														48,318		5						10,959							10,964
Shares issued for Debt	11/24/2021	Shares issued for Debt														667		0						25,000							25,000
Shares issued for Interest	11/24/2021	Shares issued for Interest														307		0						11,527							11,527
Shares issued for Debt	11/24/2021	Shares issued for Debt														1,600		0						60,000							60,000
Shares issued for Interest	11/24/2021	Shares issued for Interest														678		0						25,440							25,440
Shares issued for Debt	12-10-2021	Shares issued for Debt		667		0																		25,000							25,000
Shares issued for Interest	12-10-2021	Shares issued for Interest		283		0																		10,625							10,625
Net Loss for the Quarter Ended December 31,2021		Net Loss for the Quarter Ended December 31, 2021				—				—				—				—				—					2,644,980			—	2,644,980
Balance December 31, 2021		Balance December 31, 2021		293,053	$	28		34	$	0		7	$	0		3,043,213	$	304		29,338	$	3	$	10,211,291		$	(20,703,920	)	$	736,326	$(9,755,969)
Shares issued for Debt	3/28/2022	Shares issued for Debt														5,861		1						48,419							48,420
Shares issued for Interest	3/28/2022	Shares issued for Interest														4,806		0						39,708							39,708
Net Loss for the Quarter Ended June 30, 2022		Net Loss for the Quarter Ended March 31, 2022				—				—				—				—				—					(67,081,589	)		—	(67,081,589)
Balance June 30, 2022		Balance March 31, 2022		293,053	$	28		34	$	0		7	$	0		3,053,879	$	305		29,338	$	3	$	10,299,418		$	(87,785,509	)	$	736,326	$(76,749,430)
Shares issued for Debt	4/5/2022	Shares issued for Debt														26,461		3						218,614							218,617
Shares issued for Interest	4/5/2022	Shares issued for Interest														206		0						1,701							1,701
Shares issued for Debt	4/8/2022	Shares issued for Debt														66,485		7						550,154							550,161
Shares issued for Interest	4/8/2022	Shares issued for Interest														181		0						1,500							1,500
Shares issued for Debt	5/16/2022	Shares issued for Debt														66,667		7						334,793							334,800
Shares issued for Debt	6/8/2022	Shares issued for Debt														66,667		7						334,793							334,800
Net Income for the Quarter Ended June 30, 2022		Net Income for the Quarter Ended June 30, 2022																									66,958,167				66,958,167
Balance June 30, 2022		Balance June 30, 2022		293,053	$	28		34	$	0		7	$	—		3,280,543	$	328		29,338	$	3	$	11,740,975		$	(20,827,342	)	$	736,326	$(8,349,684)
Balance September 30, 2022		Balance September 30, 2022		293,053	$	28		34	$	0		7	$	—		3,354,886	$	335		29,338	$	3	$	12,132,620		$	(20,905,369	)	$	736,326	$(8,036,059)
Preferred Shares Issued for Nonemployee Services	10/25/2022	Preferred Shares Issued for Nonemployee Services		6,667	$	1																		299,999							$300,000
Preferred Shares Issued for Debt	11-11-2022	Preferred Shares Issued for Debt		70,114	$	7																		761,493							$761,500
Preferred Shares Issued for Interest	11-11-2022	Preferred Shares Issued for Interest		35,012	$	4																		380,258							$380,262
Common Shares Issued For Interest	11-11-2022	Common Shares Issued For Interest														11,279	$	1						25,368							25,369
Preferred Shares Issued for Nonemployee Services	12-05-2022	Preferred Shares Issued for Nonemployee Services		1,112	$	0																		48,372							$48,372
Net Income for the Quarter ended December 31, 2022		Net Income for the Quarter ended December 31, 2022				—				—				—				—				—					1,635,730			—	1,635,730
Balance December 31, 2022		Balance December 31, 2022		405,958	$	40		34	$	0		7	$	—		3,366,165	$	337		29,338			$	13,648,107		$	(19,269,640	)	$	736,326	$(4,884,827)
Common Shares issued pursuant to round up provision	3/13/2023	Common Shares issued pursuant to round up provision
March 6, 2023 reverse stock split		March 6, 2023 reverse stock split														15,201	$	2						(2	)						0
Preferred Shares issued pursuant to round up provision	3/13/2023	Preferred Shares issued pursuant to round up provision
March 6, 2023 reverse stock split		March 6, 2023 reverse stock split		3,593
Preferred Shares issued for accrued salaries	3/17/2023	Preferred Shares issued for accrued salaries										15,000		2										10,048							10,050
Net Income (Loss) for the Quarter Ended June 30, 2023		Net Income (Loss) for the Quarter Ended March 31, 2023				—				—				—				—				—					(54,978	)		—	(54,978)
Balance June 30, 2023		Balance March 31, 2023		409,551	$	40		34	$	0		15,007	$	2		3,381,366	$	339		29,338		3	$	13,658,153		$	(19,324,617	)	$	736,326	$(4,929,755)
Net Income ( Loss) for the Quarter Ended June 30, 2023		Net Income ( Loss) for the Quarter Ended June 30, 2023																									(99,218	)			(99,218)
Balance June 30, 2023		Balance June 30, 2023		409,551	$	40		34	$	0		15,007	$	2		3,381,366	$	339		29,338		3	$	13,658,153		$	(19,423,836	)	$	736,326	$(5,028,973)

The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023

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

Nine Months Ended June 30, 2022 Nine Months Ended June 30, 2021 (as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 2,521,557 $ (5,380,566 )
Adjustments to reconcile net Income to net cash
Common Stock issued for Expenses 159
Preferred Stock issued as compensation 1
Increase (Decrease) in Interest expense attributable to amortization of Discount 66,631 47,063
Increase (Decrease) in Accounts Payable (62,705 ) (10,263 )
(Increase) Decrease in Accounts Receivable (82,275 ) (82,273 )
Increase (Decrease) in accrued Expenses 78,996 275,388
(Increase) Decrease in Prepaid Expenses 20,343 28
Increase(Decrease) in Contributed Capital 4,615
Increase ( Decrease)  in Derivative Expense (3,238,473 ) 4,546,174
Increase ( Decrease) in Unearned Income (93,877 ) 1,875,794
Increase ( Decrease) in Penalties 300,000
(Increase( Decrease in Notes Receivable (5,396 )
(Increase( Decrease in Accrued Interest Receivable (399 ) (96 )
Securities accepted as compensation (1,850,000 )
Increase (Decrease) in Loss on Sale of Investment Securities 206,900
Unrealized Loss(Gain) on Investment Securities (31,433 ) 308,550
Net Cash Provided by (Used in) Operating $ (521,634 ) $ (63,921 )
Cash Flows from Investment Activities
Increase(Decrease) in Sale of Investment Securities $ 300,000
Net Cash Provided By Investment Activities $ 300,000

CASH FLOWS FROM FINANCING ACTIVITIES

( Decrease) in Notes Payable (47,900 )
Increase (Decrease) in Convertible Notes Payable (94,535 )
Net Cash Provided by (Used in) Financing Activities $ (94,535 ) (47,900 )

Net Increase (Decrease) in Cash (616,169 ) $ 188,179
Cash at Beginning of Period $ 727,162 0
Cash at End of Period $ 110,993 $ 188,179

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt $ 2,197,762 $ 218,723
Preferred Shares Issued for Debt $ 75,000 $ 13,000
Cash Paid for Interest $ 27,473 $ 0
Common shares Issued for Interest $ 309,379 $ 59,592
Preferred Shares issued for Interest $ 33,994 $ 8,046

~~The Accompanying Notes are an Integral Part of These Financial Statements~~

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

	Nine Months Ended			Nine Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$	1,481,534		$	2,521,557
Adjustments to reconcile net Income to net cash
Common Stock issued for Expenses
Preferred Stock issued as compensation		348,372
Increase (Decrease) in Interest expense attributable to amortization of Discount		0			66,631
Increase (Decrease) in Accounts Payable		604			(62,705	)
(Increase) Decrease in Accounts Receivable		197,725			(82,275	)
Increase (Decrease) in accrued Expenses		43,507			78,996
(Increase) Decrease in Prepaid Expenses		25,570			20,343
Increase (Decrease) in Contributed Capital
Increase (Decrease) in Derivative Expense		(2,151,755	)		(3,238,473	)
Increase (Decrease) in Unearned Income		(94,920	)		(93,877	)
Increase (Decrease) in Penalties					300,000
Increase (Decrease) in Notes Receivable
Increase (Decrease) in Accrued Interest Receivable					(399	)
Securities accepted as compensation
(Gain) Loss on forgiveness of Debt		(1,150	)
Increase (Decrease) in Loss on Sale of Investment Securities
Unrealized Loss(Gain) on Investment Securities					(31,433	)
Net Cash Provided by (Used in) Operating Activities	$	(150,512	)	$	(521,634	)

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

CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) in Notes Payable
Increase (Decrease) in Convertible Notes Payable					(94,535	)
Increase (Decrease) in Notes Payable		100,000
Net Cash Provided by (Used in) Financing Activities		100,000			(94,535	)

Net Increase (Decrease) in Cash	$	(50,512	)	$	(616,169	)
Cash at Beginning of Period	$	51,204		$	727,162
Cash at End of Period	$	692		$	110,993

Supplemental Disclosure of Noncash investing and financing activities:
Common shares Issued for Debt				$	2,197,782
Preferred Shares Issued for Debt	$	761,500		$	75,000
Cash Paid for Interest	$	—		$	27,473
Common shares Issued for Interest	$	25,369		$	309,379
Preferred Shares issued for Interest	$	380,262		$	33,994

The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023

REGEN BIOPHARMA, INC.

Notes to Condensed Consolidated Financial Statements

As of June 30, ~~2022~~2023

These Notes have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was organized April 24, 2012 under the laws of the State of Nevada

The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.

The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease.

The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated.

The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.

The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of June 30, ~~2022~~2023 utilized the following inputs:

H. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of ~~September~~June 30, ~~2021~~2023 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

I. BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.

J. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarters ended June ~~30,2021~~30, 2022 and June 30, ~~2022.~~2023.

K. NOTES RECEIVABLE

Notes receivable are stated at cost, less impairment, if any.

~~As of June 30,2022 the Company has the following Notes Receivable~~

Schedule of notes receivable
Zander Therapeutics, Inc. $ 5,396

~~$5,396 owed to the Company by Zander Therapeutics, Inc. bears simple interest at 10% and is due upon the demand of the Company.~~

L. REVENUE RECOGNITION

Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.

The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

M. INTEREST RECEIVABLE

Interest receivable is stated at cost, less impairment, if any.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

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

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

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.

On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:

The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.

Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.

While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.

On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.

109

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

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has adopted ASU 2020-06 as of the Fiscal Year ending September 30, 2022.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $~~20,827,342~~19,423,836 during the period from April 24, 2012 (inception) through June 30, ~~2022.~~2023. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise.

1110

NOTE 4. NOTES PAYABLE

(a) RELATED PARTY

Schedule of notes payable related party
Notes payable related party
	As of June 30, 2022		As of June 30, 2023
David Koos	$	227	$	710
Total:	$	227	$	710

$~~227~~710 lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.

(b) NON RELATED PARTY As of June 30, 2023

Schedule of non related party
Bostonia Partners, Inc	$	100.000
Total:	$	100,000

$50,000 lent to the Company by Bostonia Partners, Inc is due and payable on March 7, 2024 and bears simple interest at a rate of 10% per annum.

$50,000 lent to the Company by Bostonia Partners, Inc is due and payable on March 10, 2024 and bears simple interest at a rate of 10% per annum.

NOTE 5. CONVERTIBLE NOTES PAYABLE

On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000for consideration consisting of $100,000cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:

(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ~~ten cents~~$150 per share (whichever is greater).

(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ~~ten cents~~$150 per share (whichever is greater).

(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ~~ten cents~~$150 per share (whichever is greater).

(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.

The Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.

“Transaction Event” shall mean either of:

(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b) The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

As of June 30, ~~2022~~2023 $100,000of the principal amount of the Note remains outstanding.

. On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000for consideration consisting of $50,000cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date ~~or ten cents~~or$150 per share (whichever is greater).

“Transaction Event” shall mean either of:

(a) The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

As of June ~~20, 2022~~30, 2023 $50,000of the principal amount of the Note remains outstanding.

On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $~~50,000~~ $50,000 for consideration consisting of $~~50,000~~ $50,000 cash. The Note pays simple interest in the amount of 10%10% per annum . The maturity of the Note is two years from the issue date.

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $~~0.0125~~ $18.75 per share.

The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

As of June 30, ~~2022 $50,000~~ 2023 $50,000 of the principal amount of the Note remains ~~outstanding.~~

~~On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000~~ ~~for consideration consisting of $50,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10~~% per annum . The maturity of the Note is two years from the issue date.~~

~~The Lender shall have the right from time to time to convert all or a part of the~~ outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

~~As of June 30, 2022 $50,000~~ ~~of the principal amount of the Note remains outstanding.~~

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified at a conversion price of $0.0125 per share.

~~As of June 30 ,2021 $50,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000~~ ~~for consideration consisting of $50,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum . The maturity of the Note is February 24, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

In the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall have a strike price of $0.05 per share.

~~The warrants shall be exercisable:~~

In the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.

~~As of June 30, 2022 $50,000~~ ~~of the principal amount of the Note remains outstanding.~~

The Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $177,778~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000~~ ~~for consideration consisting of $50,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum . The maturity of the Note is March 31, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

~~The warrants shall be exercisable:~~

In the event part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note. As of June 30 ,2022 $~~50,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $177,778~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000~~ ~~for consideration consisting of $50,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum . The maturity of the Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.

~~The warrants shall be exercisable:~~

~~As of June 30, 2022 $50,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $177,778~~ ~~was recognized by the Company as of June 30, 2022.~~

On May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000for consideration consisting of $200,000cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) ~~$0.025~~$375 per common share as of the date which is the earlier of:

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).

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

The warrants shall be exercisable:

As of June 30, ~~2022~~2023 $200,000of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $~~711,111~~ 800,000was recognized by the Company as of June 30, ~~2022.~~
2023.

On ~~June 26,~~December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $~~150,000~~ 100,000for consideration consisting of $~~150,000~~ 100,000cash. The Note pays simple interest in the amount of 10% per ~~annum .~~annum. The maturity of the Note is ~~June 16,~~December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) ~~$0.025~~$37.50 per common share as of the date which is the earlier of:

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

(ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).

(iv) One day subsequent to a “Transaction Event”)

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

(b) The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property

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

~~The warrants shall be exercisable:~~

~~As of June 30, 2022 $150,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $533,333~~ ~~was recognized by the Company as of June 30 2022.~~

~~On September 25, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000~~ ~~for consideration consisting of $50,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum. The maturity of the Note is September 25, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is the earlier of:

~~(iv) One day subsequent to a “Transaction Event”)~~

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

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

~~The warrants shall be exercisable:~~

~~As of June 30, 2022 $50,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $177,778~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On October 3, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000~~ ~~for consideration consisting of $50,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum. The maturity of the Note is October 3, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

~~(iv) One day subsequent to a “Transaction Event”)~~

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

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

~~The warrants shall be exercisable:~~

~~As of June 30, 2022, $50,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $177,778~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On October 16, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000~~ ~~for consideration consisting of $100,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum. The maturity of the Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

~~(iv) One day subsequent to a “Transaction Event”)~~

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

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

~~The warrants shall be exercisable:~~

~~As of June 30, 2022 $100,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $355,556~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On November 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000~~ ~~for consideration consisting of $25,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum. The maturity of the Note is November 1, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

~~(iv) One day subsequent to a “Transaction Event”)~~

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

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

~~The warrants shall be exercisable:~~

~~As of June 30, 2022 $25,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $88,889~~ ~~was recognized by the Company as of June 30 2022.~~

~~(iv) One day subsequent to a “Transaction Event”)~~

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

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

~~The warrants shall be exercisable:~~

~~As of June 30 2022 $25,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $88,889~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000~~ ~~for consideration consisting of $100,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum. The maturity of the Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

~~(iv) One day subsequent to a “Transaction Event”)~~

2314

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of June 30, ~~2022~~2023 $100,000of the principal amount of the Note remains outstanding.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $~~355,556~~ 400,000was recognized by the Company as of June 30, ~~2022.~~

~~On February 28, 2018 (“Issue date”) the Company issued a two Convertible Notes (“Notes”) in the aggregate face amount of $100,000~~ ~~for consideration consisting of $100,000~~ ~~cash. The Note pays simple interest in the amount of~~ 10% per annum. The maturity of the Notes is February 28, 2021. The Notes may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:

(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company or KCL Therapeutics. For purposes of these Notes, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.

~~(iv) One day subsequent to a “Transaction Event”)~~2023.

2415

~~Transaction Event” shall mean either of:~~

~~(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party~~

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

The Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Notes in part or in full, including outstanding principal and accrued interest.

In the event that that the Company exercises its right to prepay the notes, or if the Lender chooses not to convert the remaining amount of the notes into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would have received had the Lender converted the remaining amount of the Notes into Common shares of the Company. The warrants shall have a strike price of $0.025 per share.

~~The warrants shall be exercisable:~~

In the event that the Company exercises its right to Prepay the Notes on or prior to the close of business on the three (3) month anniversary of the date that the Notes shall have been prepaid by the CompanyOn October 3, 2017 (“~~Prepayment Date”~~Issue date”)

In the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the Maturity Date of the Notes, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Notes

~~As of June 30, 2022 $100,000~~ ~~of the principal amount of the Notes remains outstanding.~~

The Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $355,556~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On July 11, 2018~~ the Company issued a Convertible Note (“Note”) in the face amount of $~~11,500~~ 50,000~~to an entity controlled by the Company’s then Chief Financial Officer~~ for consideration consisting of $~~11,500~~ 50,000cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is ~~May 4, 2021.~~October 3, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) ~~$0.01~~$37.5 per common share as of the date which is the earlier of:

(iv) One day subsequent to a “Transaction Event”)

Transaction Event” shall mean either of:

(a) The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party

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

The warrants shall be exercisable:

As of June 30, ~~2022~~2023, $~~11,500~~ 50,000of the principal amount of the Note remains outstanding.

The Company analyzed the conversion feature of the ~~Notes~~Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $~~40,889~~ 200,000was recognized by the Company as of ~~March 31, 2022.~~June 30, 2023.

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

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

As of June 30, ~~2022,~~2023, 10,000of the principal amount of the Note remains outstanding.

Zander and Regen are under common control. Zander Therapeutics, Inc. is the sole licensee of ~~Regen's~~Regen’s NR2F6 intellectual property for veterinary applications.

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

$~~95,000~~ ~~cash~~

~~the payment of $5,000 of legal fees~~

The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2020. The Note may be converted into the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading price of the common stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

~~The proceeds from the issuance of the Note are to be allocated as follows:~~

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

~~The Note may be prepaid with the following penalties:~~

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

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

~~As of June 30, 2022 $1,000~~ ~~of the principal amount of the Note remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $1,093~~ ~~was recognized by the Company as of June 30, 2022.~~

~~On September 17,2021 Regen Biopharma, Inc. ( the “Company”) issued a promissory note in the principal amount of $1,500,000~~ ~~( “Note”) of which $75,000~~ was retained by the Holder through an Original Issue Discount for due diligence and origination related to this transaction and Thirty-five Thousand Dollars $35,000 was remitted by the Holder, at the instance and on behalf of the Company, directly to Holder’s counsel for documentation preparation fees resulting in net consideration paid to the Company of $~~1,390,000~~.

~~The Note carries “Guaranteed Interest” on the principal amount at the rate of~~ 5~~% per annum for the ten-month term of this Note for an aggregate Guaranteed Interest $62,500 all of which Guaranteed Interest shall be deemed earned as of September 17, 2021.~~

~~The Principal Amount and the Guaranteed Interest shall be due and payable in five equal monthly payments of $312,500~~ ~~commencing on March 17, 2022 and continuing on the 17th day of each month thereafter until paid in full not later than July 18, 2022 (the “Maturity Date”).~~

Solely following an Event of Default (as such term is defined in the Note) the Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder. The conversion price of the Note is 90% of the lowest per-share Trading Price per share. Trading Price is defined as the lowest daily VWAP for the 20 Trading Days preceding a Conversion Date. VWAP is defined as the dollar volume-weighted average price for the common shares as reported by Bloomberg.

~~On March 17,2022 the Company defaulted by failing to make the required payment and the Note Payable was reclassified as a convertible note as of that date. As of March 17~~^th ~~2022 a penalty amount of $300,000~~ ~~was added to the principal of the Note pursuant to the terms and conditions of the Note. As of June 30, 2022 the principal amount of $313,201~~ ~~remains outstanding.~~

~~The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $234,243~~ ~~was recognized by the Company as of June 30, 2022.~~

NOTE 6.RELATED PARTY TRANSACTIONS

On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with the Company.

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.

Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

The Agreement may be terminated by The Company:

If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.

The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.

The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.

The Agreement may be terminated by either party in the event of a material breach by the other party.

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

On December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) whereby:

1) Zander shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander. Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which shall be applied pursuant to the Agreement.

2) A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement.

3) $75,900 of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied pursuant to the Agreement.

No actions were taken by any of the parties to enforce the terms of the Agreement.

On April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be:

a) Zander shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not reflect such return

b) As of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto.

Zander and Regen are under common control.

As of June 30, ~~2021,~~2023, $10,000of the principal amount of the Note remains outstanding.

During the quarter ended June 30, 2021 Zander Therapeutics, Inc. issued a promissory note in the amount of $5,396 to the Company as consideration for expenses of Zander Therapeutics Inc., paid by the Company. The Note is payable on demand of the Holder and bears simple interest at 10% per annum.

On October 8,2021 the Company entered into an agreement with Dr. Brian Koos, MD PhD whereby Dr. Brian Koos would provide services to the Company consisting of :

a) Reviewing existing publications on research being conducted on Checkpoint NR2F6.

b) Identifying the most promising applications for the Company’s technology

c) Drafting a “white paper” on results for 1(b)

d) Making introductions to known experts in appropriate fields identified in 1(b).

Dr. Brian Koos is to be paid compensated $117,000 as total consideration for performing the abovementioned tasks. During the quarter ended December 31, 2021 Dr. Brian Koos was paid the amount of $80,275 and during the quarter ended ~~March 31,~~June 30, 2022 Dr. Brian Koos was paid $36,975. Dr. Brian Koos is the brother of David Koos the Chairman and Chief Executive Officer of the Company.

As of June 30, ~~2022~~2023 the Company is indebted to David R. Koos the Company’s sole officer and director in the amount of $~~227~~710. $~~227~~ 710lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.

During the quarter ended December 31, 2021 the Company paid $5,000 of rental expenses to the landlord of BST Partners as consideration to BST Partners for use of office space. BST Partners is controlled by David R. Koos the Chairman and Chief Executive Officer of the Company.

On January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning January 14, 2022.

BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.

NOTE 7.ACCOUNTS RECEIVABLE, RELATED PARTY

Accounts Receivable due from Related Party as of June 30, ~~2022~~2023 consists solely of amounts earned by the Company not yet paid resulting from the Company’s license agreement with KCL Therapeutics (See Note 6)

NOTE 8.STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, ~~2022:~~2023:

Common stock, $ 0~~.0001~~0.0001 par value; 5,800,000,000shares authorized: ~~4,920,002,832~~3,381,366 shares issued and outstanding.

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

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001par value, 800,000,000shares authorized of which 600,000is designated as Series AA Preferred Stock: ~~50,000~~ 34shares issued and outstanding as of June 30, ~~2022,~~2023, ~~540,000,000~~ 739,000,000is designated Series A Preferred Stock of which ~~439,293,406~~ 409,551shares are outstanding as of June 30, ~~2022,~~2023, 60,000,000is designated Series M Preferred Stock of which ~~44,000,000~~ 29,338shares are outstanding as of June 30, ~~2022,~~2023, and 20,000is designated Series NC stock of which 1015,007~~,000~~ shares are outstanding as of June 30, ~~2022.~~2023. .

The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.

Series AA Preferred Stock

On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).

The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ~~ten thousand (10,000)~~seven (7). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Series A Preferred Stock

On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).

The Board of Directors of the Company have authorized ~~540,000,000~~739,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.

If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.

On January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION ("(“Certificate of ~~Designations"~~Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as ~~"Series~~“Series M Preferred ~~Stock"~~Stock” (hereinafter referred to as ~~"Series~~“Series M Preferred ~~Stock"~~Stock”).

The Board of Directors of Regen have authorized 60,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

On March 26, 2021 Regen Biopharma, Inc. ( “Regen”) filed a CERTIFICATE OF DESIGNATION ("(“Certificate of ~~Designations"~~Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as ~~"Series~~“Series NC Preferred ~~Stock"~~Stock”).

The Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times ~~500,000.~~334. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

NOTE 9.INVESTMENT SECURITIES, RELATED PARY

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

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

On June ~~30,2022~~30, 2023 the Company revalued 470,588of the common shares of Zander Therapeutics, Inc. and 725,000shares of the Series M Preferred stock of Zander Therapeutics, Inc. based on the following inputs:

Schedule of dividend income
Dividend income
Fair Value of Intellectual Property	$	1,500		$	1,500
Prepaid Expenses		65,661			65,661
Due from Employee		1,071			1,071
Note Receivable		64,400			64,400
Accrued Interest Receivable		23,989			23,989
Investment Securities		8,423,366			8,423,366
Convertible Note Receivable		10,000			10,000
Accounts Payable		1,269,041			1,269,041
Notes Payable		400,000			400,000
Accrued Expenses Related Parties		162,011			162,011
Notes Payable Related Party		5396			5396
Accrued Expenses		203,037			203,037
Enterprise Value		10,563,930			10,563,930
Less: Total Debt		(2,038,343	)		(2,038,343	)
Portion of Enterprise Value Attributable to Shareholders		8,525,587			8,525,587
Fair Value Per Share	$	0.186168		$	0.186168

The abovementioned constitute the Company’s sole related party investment securities as of June 30, ~~2022~~

~~As of June 30, 2022:~~

~~470,588~~ ~~Common Shares of Zander Therapeutics, Inc.~~

Schedule of comprehensive income
Basis Fair Value Total Unrealized
Gains Net Unrealized Gain or (Loss) realized during the quarter ended June 30,2022
$ 5,741 $ 87,608 $ 81,867 $ 79,749

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

Basis Fair Value Total Unrealized Gain Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2022
$ $13,124 $ 134,971 $ 121,847 $ 122,861

~~NOTE 10.~~ ~~INVESTMENT SECURITIES~~

During the quarter ended June 30, 2021 the Company was paid 50,000 common shares of Oncology Pharma, Inc. pursuant to an agreement entered into by and between KCL Therapeutics, Inc. ( a wholly owned subsidiary of the Company) and Oncology Pharma, Inc. whereby Oncology Pharma, Inc. was granted a license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from April 7, 2021.

~~During the quarter ended June 30, 2021~~ ~~13,000~~ ~~of the aforementioned common shares were sold to an unrelated party for $300,000~~ ~~cash.~~

~~During the quarter ended September 30, 2021~~ ~~18,000~~ ~~of the aforementioned common shares were sold to an unrelated party for $195,000~~ ~~cash.~~

~~As of June 30, 2022~~ ~~18,300~~ ~~common shares of Oncology Pharma, Inc. constitute the sole investment securities other than shares of Zander Therapeutics, Inc. held by the Company.~~

~~On June 30,2022 the Company revalued~~ ~~18,300~~ ~~common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.~~

~~As of June 30, 2022:~~

~~18,300~~ ~~Common Shares of Oncology Pharma, Inc.~~

Schedule of investment securities
Basis Fair Value Total Unrealized
Losses Net Unrealized Gain or (Loss) realized during the quarter ended June 30,2022
$ 677,100 $ 26,828 $ (650,272 ) $

~~NOTE 12.~~ ~~STOCK TRANSACTIONS~~

~~On April 5, 2022 the Company issued~~ ~~40,000,000~~ ~~common shares in satisfaction of $218,617~~ ~~of convertible indebtedness and $1,701~~ ~~of accrued interest on convertible indebtedness.~~

~~On April 8, 2022 the Company issued~~ ~~100,000,000~~ ~~common shares in satisfaction of $550,161~~ ~~of convertible indebtedness and $1,500~~ ~~of accrued interest on convertible indebtedness.~~

~~On May 16, 2022 the Company issued~~ ~~100,000,000~~ ~~common shares in satisfaction of $334,800~~ ~~of convertible indebtedness.~~

~~On June 9, 2022 the Company issued~~ ~~100,000,000~~ ~~common shares in satisfaction of $334,800~~ ~~of convertible indebtedness.~~2023.

3422

~~NOTE 13.~~ ~~RESTATEMENT OF PREVIOUSLY ISSUD FINANCIAL STATEMENTS~~

~~Subsequent to the original issuance~~As of ~~Regen’s quarterly financial statements for the period ended~~ June 30, ~~2021 the Company determined that the following revisions are required~~2023:

	Comprehensive income
470,588 Common Shares of Zander Therapeutics, Inc.

	Basis		Fair Value		Total Unrealized Gains		Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2023
$	5,741	$	87,608	$	81,867	$	0

~~Recognizing revenue of $1,905,000resulting from licensing fees paid during the quarter ended June 30,2021 over the term of the license (~~ 15 ~~years)~~

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

	Basis		Fair Value		Total Unrealized Gain		Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2023
$	13,124	$	134971	$	121847	$	0

~~Cumulative Effect of Restatement of Previously Issued Financial Statements for the Quarter Ended June 30, 2021.~~

Schedule of restatement of previously issued financial statements
Statement of Operations As Originally Presented Adjustments As Restated
Three Months Ended June 30,2021
Revenues 1,905,000 (1,875,794 ) 29,206
Total Revenues 1,932,425 (1,875,794 ) 56,631
Net Income ( Loss) (5,613,321 ) (1,875,794 ) (7,489,115 )

Nine Months Ended June 30,2021
Revenues 1,905,000 (1,875,794 ) 29,206
Total Revenues 1,987,274 (1,875,794 ) 111,480
Net Income ( Loss) (3,504,772 ) (1,875,794 ) (5,380,566 )

Statement of Cash Flow As Originally Presented Adjustments As Restated
for the Nine Months Ended June 30,2021
Increase in Unearned Income 0 1,875,794 1,875,794

Statement of Shareholders' Equity ( Deficit) As Originally Presented Adjustments As Restated
for the Nine Months Ended June 30,2021
Net Loss for the Quarter Ended June 30,2021 (5,613,321 ) (1,875,794 ) (7,489,115 )

Balance Sheet as of June 30,2021 As Originally Presented Adjustments As Restated
Unearned Income 0 1,875,794 1,875,794
Current Liabilities 11,969,547 1,875,794 13,845,341
Total Liabilities 11,969,547 1,875,794 13,845,341
Retained Earnings (Deficit) (20,088,438 ) (1,875,794 ) (21,964,232 )
Total Stockholders' Equity (Deficit) (10,535,891 ) (1,875,794 ) (12,411,685 )

~~NOTE 14.~~ ~~SUBSEQUENT EVENTS~~

~~On July 15 2022 the Company issued~~ ~~50,000,000~~ ~~common shares in satisfaction of $132,650~~ ~~of convertible indebtedness and $32,950~~ ~~of accrued interest on convertible indebtedness.~~

~~On July 19, 2022 the Company issued~~ ~~54,514,492~~ ~~common shares in satisfaction of $180,552~~ ~~of convertible indebtedness.~~

3523

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

CERTAIN FORWARD-LOOKING INFORMATION

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

As of ~~September~~June 30, ~~2021~~2023 we had Cash of ~~$727,162~~$692 and as of ~~June 30,2022~~September 30, 2022 we had cash of ~~$110,993.The~~$51,204. The decrease in cash of approximately ~~85%~~99% is primarily attributable to ~~the payment of $218,529~~cash expended in ~~satisfaction $94,537 of convertible indebtedness and $28,973 of accrued interest on convertible indebtedness as well as funds expended in~~the operation of the Company’s ~~business.~~business offset by .receipt by the Company of $280,000 in accrued license fees ( related party) due as well as the issuance by the Company of Notes Payable in the principal amount of $100,000.

As of ~~September~~June 30, ~~2021~~2023 we had Accounts Receivable, Related Party of ~~$213,192~~$56,547 and as of ~~June~~September 30, 2022 we had Accounts Receivable, Related Party of $ 295,466. The ~~increase~~decrease of approximately ~~39%~~78% is primarily attributable to (a)receipt by the Company of $150,000 in accrued license fees ( related party) due offset by accrual ~~during the quarter ended December 31, 2021~~ of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. ~~, the accrual~~ during the quarter ended ~~March 31,2022~~December 31, 2022 and (b) )receipt by the Company of $80,000 in accrued license fees ( related party) due offset by accrual of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. ~~and the accrual~~ during the quarter ended ~~June 30,2022~~March 31, 2023 and (c) receipt by the Company of $50,000 in accrued license fees ( related party) due offset by accrual of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. during the quarter ended June 30, 2023.

As of ~~September~~June 30, ~~2021~~2023 we had Prepaid Expenses of ~~$48,144~~$377 and as of ~~June~~September 30, 2022 we had prepaid expenses of ~~$27,801.~~$20,945. The decrease in Prepaid Expenses of approximately ~~42.25%~~98% is attributable to the recognition of expenses incurred over the ~~six~~nine months ended June 30, 2023 resulting from an agreement to provide Research and Development services which was prepaid during the quarter ended September 30, 2021. The term of the agreement is from July 1, 2021 to July 1, 2023. The total consideration due of $55,000 was paid to the contractor as of July 1, 2021 and is being expensed over the term of the agreement.

As of June 30, 2022 we had Investment Securities (Not Related Party) of $26,828 and as of September 30, 2021 we had Investment Securities (Not Related Party) of $198,006. As of June 30, 2022 18,300 common shares of Oncology Pharma, Inc. constitute the sole investment securities other than shares of Zander Therapeutics, Inc. held by the Company. On June 30, 2022 the Company revalued 18,300 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market resulting in the recognition of a decrease in fair value of 86.45% as compared to September 30, 2021.

As of ~~June 30, 2022~~September 30,2022 we had ~~Investment Securities (Related Party)~~Notes Payable of ~~$222,580~~$710 and as of ~~September~~June 30, ~~2021~~2023 we had ~~Investment Securities ( Related Party)~~Notes Payable of ~~$19, 969. On June 30, 2022~~$100,710 attributable to Promissory Notes issued by the Company ~~revalued its owned shares of Zander Therapeutics, Inc.resulting~~during the quarter ended March 31, 2023 in the ~~recognition~~principal amount of ~~an increase in fair value of 1014.65% as compared to September 30, 2021.~~$100,000.

As of ~~June 30, 2022 we had Accounts Payable of $28,799 and as of~~ September 30, 2021 we had Accounts Payable of $91,498. The decrease in Accounts Payable of approximately 69% is primarily attributable to the derecognition of $62,700 of payables for which recovery is barred by the statute of limitations imposed under California Code of Civil Procedure §337.

~~As of June~~ 30, 2022 we had Accrued Interest Payable of ~~$691,985~~$689,785 and as of ~~September~~June 30, ~~2021~~2023 we had Accrued Interest Payable of ~~$954,861.~~$357,511. The decrease in Accrued Interest Payable of approximately ~~27.53%~~52% is ~~primarily~~ attributable to
~~(a)~~ the ~~conversion~~issuance of equity securities of the Company during the quarter ended December 31, ~~2021~~2022 in satisfaction of ~~$298,964~~$405,631 of interest accrued but unpaid on Convertible Notes issued by the Company and the satisfaction of $28,973 of interest accrued but unpaid in cash,
(b) the conversion during the quarter ended March 31, 2022 of $39,708 of interest accrued but unpaid on Convertible Notes issued by the Company ,

~~(c) the conversion of during the quarter ended June 30, 2022 of $3,201 of interest accrued but unpaid on Convertible Notes issued by the Company~~

offset by additional interest accrued but unpaid during the nine months ended June 30, ~~2022~~2023 on Notes Payable and Convertible Notes Payable.

As of September 30, 2021 we had Notes Payable of $1,429,179 and as of June 30, 2022 we had Notes Payable of $227. The decrease in Notes Payable of 99.9% is attributable to the reclassification of a Note in the principal amount of $1,500,000 (net of unamortized Original Issue Discount ) as a Convertible Note Payable. Such reclassification occurred as a result of the Company’s failure to make a required payment such failure triggering the conversion feature.

As of September 30, 2021 we had total Convertible Notes Payable of $2,152,811 and as of June 30, 2022 we had total Convertible Notes Payable of $1,581,090. The decrease in total Convertible Notes Payable of 26.557 % is attributable to the following:

~~The satisfaction of $785,964 of principal convertible indebtedness through the issuance of equity securities during the quarter ended December 31, 2021~~

~~The settlement of $94,537 of principal convertible indebtedness through cash payments during the quarter ended December 31, 2021~~

The reclassification during the quarter ended March 31, 2022 of $1,724, 960 (net of unamortized discount and including a $300,000 penalty incurred due to the failure by the Company to make a required payment to the lender) of principal indebtedness as convertible debt.

~~The conversion during the quarter ended March 31, 2022 of $48,420 of principal convertible indebtedness.~~

~~The conversion during the quarter ended June 30, 2022 of $1,438,378 of principal convertible indebtedness.~~

~~As of June~~ 30, 2022 we had a Derivative Liability of ~~$3,654,003~~$3,551,793 and as of ~~September~~June 30, ~~2021~~2023 we had a Derivative Liability of ~~$6,892,477.~~$1,400,000. The decrease in Derivative Liability of approximately ~~47%~~61% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of ~~$1,275,701~~$350,000 outstanding as of June 30, ~~2022.~~2023.

~~Material Changes~~As of June 30, 2023 we had total Convertible Notes Payable of $509,880 and as of September 30, 2022 we had total Convertible Notes Payable of $1,272,340. The decrease in ~~Results~~total Convertible Notes Payable of ~~Operations~~approximately 60 % is attributable to the conversion of $761,500 of convertible indebtedness into shares of the Company’s Series A Preferred Stock as well as the derecognition of $1,000 of convertible indebtedness.

As of June 30, 2023 we had Unearned Income of $1,623,370 and as of September 30, 2022 we had Unearned Income of $1,798,290. Unearned Income represents that portion of $1,905,000 of license fees paid during the quarter ended June 30, 2021 to be recognized as revenue over the 15 year term of the licenses granted in accordance with ASC 606. The decrease of 5.5% is attributable to the recognition by the Company of $94,920 of licensing revenue over the nine months ended June 30, 2023.

Revenues from continuing operations were $59,065 for the three months ended June 30, 2023 and $58,717 for the same period ended 2022. $27,425 of revenue from related parties recognized during the three months ended June 30, 2023 and June 30, 2022 consisted of $24,932 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of minimum royalties recognized during the three months ended June 30, 2023 and 2022 respectively pursuant to the same license. $31,640 of revenue recognized during the three months ended June 30, 2023 were recognized pursuant to licenses granted to Oncology Pharma,Inc. and $31,292 of revenue was recognized during the quarter ended 2022 pursuant to those same licenses.

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

The Company recognized an Operating Loss of $85,155 during the quarter ended June 30, ~~2022 and $56,631~~2023 whereas the Company recognized an Operating Loss of 58,910 for the same period ended ~~2021.Operating Loss was $58,910 for the quarter ended June 30, 2022 as opposed to an Operating Loss of $42,491 recognized during the same quarter ended 2021.~~2022. The ~~increase~~large disparity in Operating ~~Loss of 39%~~Losses is ~~primarily~~ attributable to ~~increased~~greater Research and Development, Consulting and ~~Rental expenses~~General and Administrative Expenses recognized during the quarter ended June 30, ~~2022~~2023 as compared to the same ~~period~~quarter ended ~~2021.~~

2022. The Company recognized a Net Loss of $99,218 for the quarter ended June 30, 2023 as opposed to Net Income of ~~$66,958,167~~$66,958,127 primarily attributable to the recognition by the Company of Derivative Income of $66,907,817 during the quarter ended June 30, 2022 whereas a Net Loss of $7,489,114 was recognized during the same period ended 2021. This is primarily attributable to Derivative Income being recognized during the quarter ended 2022 as opposed to Derivative Losses recognized during the same period ended 2021.2022.

Revenues from continuing operations were ~~$176,151~~$177,194 for the nine months ended June 30, ~~2022~~2023 and ~~$111,480~~$176,151 for the same period ended ~~2021.Operating Loss was $241,827 for the nine months ended June 30, 2022 as opposed to an Operating Loss~~2022. $82,274 of ~~$73,945 recognized during the same quarter ended 2021. The increase in Operating Loss of 227% is primarily attributable to increased Research and Development, Consulting and Rental expenses~~revenue from related parties recognized during the nine months ended June 30, 2023 and June 30, 2022 ~~as compared~~consisted of anniversary expense receivable pursuant to a license granted by the ~~same period ended 2021.~~

~~The~~ Company to Zander Therapeutics, Inc. and minimum royalties recognized ~~Net Income of $2,521,557~~ during the nine months ended June 30, 2023 and 2022 ~~whereas a Net Loss~~respectively pursuant to the same license. $94,920 of ~~$5,380,566 was~~revenue recognized during the ~~same period~~nine months ended ~~2021. This is primarily attributable~~June 30, 2023 were recognized pursuant to ~~Derivative Income being~~licenses granted to Oncology Pharma,Inc. and $93,877 of revenue was recognized during the nine months ended 2022 ~~as opposed~~pursuant to ~~Derivative Losses recognized during the~~those same ~~period ended 2021.~~licenses.

3724

The Company recognized an Operating Loss of $627,683 during the nine months ended June 30, 2023 whereas the Company recognized an Operating Loss of 341,826 for the same period ended 2022. The large disparity in Operating Losses is primarily attributable to $546,437 in Consulting and Professional fees expensed during the period ended 2023 although all operating expenses (with the exception of total Research and Development expenses) were greater during the nine months ended 2023 as compared to the same period ended 2022. The Company recognized Net Income of $2,109,397 for the nine months ended June 30, 2023 as opposed to Net Income of $2,763,385 the difference primarily attributable to the recognition by the Company of Derivative Income of $3,238,473 during the nine months ended June 30, 2022.

As of June 30, ~~2022~~2023 we had ~~$110,993~~$692 in cash on hand and current liabilities of ~~$9,039,377 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable , Derivative Liability Recognized, bank overdraft Unearned Income and Accrued Expenses.~~$5,314,169. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

As of June 30, ~~2022~~2023 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on April 1, ~~2022~~2023 and ending on June 30, ~~2022,~~2023, David Koos, who serves as the Company’s Principal Executive Officer , Principal Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~On April 5, 2022~~There were no unregistered sales of equity securities during the ~~Company issued 40,000,000 common shares (“Shares”) in satisfaction of $218,617 of convertible indebtedness and $1,701 of accrued interest on convertible indebtedness.~~quarter ended June 30, 2023.

~~On April 8, 2022 the Company issued 100,000,000 common shares (“Shares”) in satisfaction of $218,617 of convertible indebtedness and $1,702 of accrued interest on convertible indebtedness.~~

~~On May 16, 2022 the Company issued 100,000,000 common shares (“Shares”) in satisfaction of $334,800 of convertible indebtedness.~~

~~On June 9, 2022 the Company issued 100,000,000 common shares ( “Shares”) in satisfaction of $334,800 of convertible indebtedness.~~

~~On July 15, 2022 the Company issued 50,000,000 common shares (“Shares”) in satisfaction of $132,650 of convertible indebtedness and $32,950 of accrued interest on convertible indebtedness.~~

~~On July 19, 2022 the Company issued 54,514,492 common shares ( “Shares”) in satisfaction of $180,552 of convertible indebtedness.~~

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.

Item 6. ~~EXHIBIT INDEX~~Exhibit Index

Exhibit No.	Description
31.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002
31.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002
32.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
32.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

3926

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.

		Regen Biopharma, Inc.

	By:	/s/ David R. Koos
	Name:	David R. Koos
	Title:	Chairman, Chief Executive Officer

	Date:	July ~~22, 2022~~25, 2023

		Regen Biopharma, Inc.

	By:	/s/ David R. Koos
	Name:	David R. Koos
	Title:	Acting Chief Financial Officer, Director

	Date:	July ~~22, 2022~~25, 2023

4027


REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	As of June 30, 2022 (unaudited)			As of September 30, 2021
ASSETS
CURRENT ASSETS
Cash	$	110,993		$	727,162
Accounts Receivable, Related Party		295,466			213,192
Note Receivable, Related Party		5,396			5,396
Accrued Interest Receivable		629			230
Prepaid Expenses		27,801			48,144
Total Current Assets		440,286			994,124

OTHER ASSETS
Investment Securities		26,828			198,006
Investment Securities, Related Party		222,580			19,969
Total Other Assets		249,408			217,975
TOTAL ASSETS	$	689,693		$	1,212,099
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		28,799			91,498
Notes Payable		227			1,429,179
Accrued payroll taxes		4,241			4,241
Accrued Interest		691,985			954,861
Accrued Rent					0
Accrued Payroll		1,266,679			1,266,679
Other Accrued Expenses		41,423			41,423
Bank Overdraft		1,000			1,000
Due to Investor		20,000			20,000
Unearned Income		1,749,930			1,843,806
Derivative Liability		3,654,003			6,892,477
Convertible Notes Payable Less unamortized discount		1,571,090			2,131,311
Convertible Notes Payable, Related Parties Less unamortized discount		10,000			21,500
Total Current Liabilities		9,039,377			14,697,976
Long Term Liabilities:
Convertible Notes Payable, Related Parties Less unamortized discount					0
Total Long Term Liabilities
Total Liabilities		9,039,377			14,697,976
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 4,920,002,832 issued and outstanding as of June 30,2022 and 4,800,000,000 authorized and 4,350,554,514 shares issued and outstanding as of September 30 ,2021.		491,999			435,054
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of June 30,2022 and September 30,2021 respectively
Series A Preferred; 300,000,000 authorized as of September 30,2021 and 540,000,000 authorized as of June 30, 2022 439,293,406 and 431,998,817 outstanding as of June 30,2022 and September 30, 2021 respectively		43,929			43,200
Series AA Preferred; $0.0001 par value 600,000 authorized and 50,000 and 50,000 outstanding as of June 30,2022 and September 30,2021 respectively		5			5
Series M Preferred; $0.0001 par value 300,000,000 authorized and 44,000,000 outstanding as of September 30,2021 and 60,000,000 authorized and 44,000,000 outstanding as of June 30, 2022		4,400			4,400
Series NC Preferred; $0.0001 par value 20,000 authorized and 10 outstanding as of September 30, 2021 and June 30,2022 respectively		1			1
Additional Paid in capital		11,200,998			8,644,037
Contributed Capital		736,326			736,326
Retained Earnings (Deficit)		(20,827,342	)		(23,348,900	)
Total Stockholders' Equity (Deficit)		(8,349,684	)		(13,485,877	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	689,693		$	1,212,099


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

		Quarter Ended June 30, 2022			Quarter Ended June 30, 2021 (as restated)			Nine Months Ended June 30, 2022			Nine Months Ended June 30, 2021 (as restated)
REVENUES
Revenues	$	31,292		$	29,206		$	93,877		$	29,206
Revenues, Related Party		27,425			27,425			82,274			82,274
TOTAL REVENUES		58,717			56,631			176,151			111,480

COST AND EXPENSES
Research and Development		31,061			14,254			93,869			15,893
Research and Development, Related Party		0			0			117,250			0
General and Administrative		6,866			24,157			18,879			108,821
Consulting and Professional Fees		64,700			50,711			152,979			50,711
Rent		15,000			10,000			35,000			10,000
Total Costs and Expenses		117,627			99,122			417,977			185,425

OPERATING INCOME (LOSS)	$	(58,910	)	$	(42,491	)	$	(241,827	)	$	(73,945	)

OTHER INCOME & (EXPENSES)
Interest Income		133			96			399			96
Interest Expense		(30,399	)		(59,569	)		(107,970	)		(198,029	)
Interest Expense attributable to Amortrization of Discount		(22,203	)		(414	)		(66,631	)		(47,063	)
Penalties		0			0			(300,000	)		0
Unrealized Gain ( Loss) on sale of Investment Securities		161,729			(308,550	)		31,433			(308,550	)
Gain(Loss) on sale of Investment Securities					(206,900	)					(206,900	)
Gain (Loss) on derecognition of Accounts Payable		0			0			62,700			0
Derivative Income (Expense)		66,907,817			(6,871,286	)		3,238,473			(4,546,175	)
Gain (Loss) on Extinguishment Convertible Debt		0			0			(95,019	)		0
TOTAL OTHER INCOME (EXPENSE)		67,017,077			(7,446,623	)		2,763,384			(5,306,621	)

NET INCOME (LOSS)	$	66,958,166		$	(7,489,114	)	$	2,521,557		$	(5,380,566	)
NET INCOME (LOSS) attributable to common shareholders	$	60,931,932		$	(7,489,115	)	$	2,294,618		$	(5,380,566	)

BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE		0.01274		$	(0.0021	)	$	0.0005		$	(0.002	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		4,783,780,610			3,573,338,986			4794127177			2608298343


	REGEN BIOPHARMA , INC.
	Condensed Consolidated Statement of Shareholder's Deficit
	(Unaudited)
	Nine Months Ended June 30, 2021 (as restated)

			Series A Preferred				Series AA Preferred				Series NC Preferred				Common				Series M Preferred
			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-in Capital			Retained Earnings			Contributed Capital		Total
Balance September 30, 2020		Balance September 30, 2020		381,768,689	$	38,177		50,000		5		—		—		1,605,000,246	$	160,498		44,000,000	$	4,400	$	8,313,876		$	(16,583,666	)	$	731,711	$(7,334,998)
Shares issued for Debt	10/28/2020	Shares issued for Debt														57,726,183		5,773						(2,021	)						3,752
Shares Issued For Interest	10/28/2020	Shares Issued For Interest														22,339,663		2,234						(782	)						1,452
Shares issued for Debt	11/6/2020	Shares issued for Debt														60,007,919		6,001						(2,101	)						3,900
Shares Issued For Interest	11/6/2020	Shares Issued For Interest														23,926,234		2,393						(838	)						1,555
Shares issued for Debt	12/11/2020	Shares issued for Debt														60,834,498		6,083						1,217							7,300
Shares Issued For Interest	12/11/2020	Shares Issued For Interest														26,185,501		2,619						523							3,142
Shares issued for Debt	12/16/2020	Shares issued for Debt														3,300,000		330						99							429
Shares Issued For Interest	12/16/2020	Shares Issued For Interest														1,819,077		182						54							236
Shares issued for Fees	12/16/2020	Shares issued for Fees														1,228,077		123						36							159
Shares issued for Debt	12/16/2020	Shares issued for Debt														62,003,571		6,200						(2,170	)						4,030
Shares Issued For Interest	12/16/2020	Shares Issued For Interest														26,155,352		2,616						(916	)						1,700
Shares issued for Debt	12/17/2020	Shares issued for Debt														68,333,539		6,833						1,367							8,200
Shares Issued For Interest	12/17/2020	Shares Issued For Interest														14,883,378		1,488						212							1,700
Shares issued for Debt	12/17/2020	Shares issued for Debt		20,000,437		2,000																		11,000							13,000
Shares Issued For Interest	12/17/2020	Shares Issued For Interest		12,378,732		1,238																		6,808							8,046
Shares issued for Debt	12/23/2020	Shares issued for Debt														88,888,889		8,889						7,111							16,000
Shares Issued For Interest	12/23/2020	Shares Issued For Interest														19,555,555		1,956						1,294							3,250
Shares issued for Debt	12/31/2020	Shares issued for Debt														82,004,603		8,200						(2,870	)						5,330
Shares Issued For Interest	12/31/2020	Shares Issued For Interest														35,832,781		3,583						(1,254	)						2,329
Additions to Contributed Capital Quarter ended 12/31/2020		Additions to Contributed Capital Quarter ended 12/31/2020																												1,865	1,865
Net Loss Quarter Ended December 31,2020		Net Loss Quarter Ended December 31,2020				—				—				—								—					1,666,367				1,666,367
Balance December 31, 2020		Balance December 31, 2020		414,147,858	$	41,415		50,000		5		—		—		2,260,025,066	$	226,001		44,000,000	$	4,400	$	8,330,646		$	(14,917,299	)	$	733,576	$(5,581,256)
shares issued for debt	1/28/2021	shares issued for debt														85,900,000		8,590						(3,436	)						5,154
shares issued for interest	2/23/2021	shares issued for interest														88,000,000		8,800						(4,400	)						4,400
shares issued for debt	2/24/2021	shares issued for debt														71,430,421		7,143						22,857							30,000
shares issued for interest	2/24/2021	shares issued for interest														11,328,865		1,133						3,625							4,758
shares issued for debt	3/2/2021	shares issued for debt														80,928,505		8,093						(2,833	)						5,260
shares issued for interest	3/2/2021	shares issued for interest														38,341,033		3,834						(1,342	)						2,492
shares issued for debt	3/9/2021	shares issued for debt														67,175,355		6,718						(3,361	)						3,357
shares issued for interest	3/9/2021	shares issued for interest														8,824,645		882						(441	)						441
shares issued for debt	3/12/2021	shares issued for debt														16,666,667		1,667						(667	)						1,000
shares issued for interest	3/12/2021	shares issued for interest														95,833,333		9,583						(3,833	)						5,750
shares issued for debt	3/18/2021	shares issued for debt														68,319,520		6,832						(3,417	)						3,415
shares issued for interest	3/18/2021	shares issued for interest														1,680,480		168						(84	)						84
shares issued for debt	3/31/2021	shares issued for debt														38,519,260		3,852						(1,927	)						1,925
shares issued for interest	3/31/2021	shares issued for interest														1,480,740		148						(74	)						74
Additions to Contributed Capital Quarter ended 3/31/2021		Additions to Contributed Capital Quarter ended 3/31/2021																												250	250
Net Income for the Quarter Ended March 31,2021		Net Income for the Quarter Ended March 31,2021				—				—				—						—		—					442,183				442,183
Balance March 31, 2021		Balance March 31, 2021		414,147,858	$	41,415		50,000		5		0		0		2,934,453,890	$	293,444		44,000,000	$	4,400	$	8,331,313		$	(14,475,117	)	$	733,826	$(5,070,713)
Shares issued for Debt	4/12/2021	Shares issued for Debt														84,214,968		8,421						(5,310	)						3,111
Shares issued for interest	4/12/2021	Shares issued for interest														785,032		79						(30	)						49
Preferred Shares issued for Services	4/13/2021	Preferred Shares issued for Services										10000		1																	1
Shares issued for Debt	4/13/2021	Shares issued for Debt														26,389,990		2,639						16,361							19,000
Shares issued for interest	4/13/2021	Shares issued for interest														6,578,052		658						4,078							4,736
Shares issued for Debt	4/13/2021	Shares issued for Debt														58,502,448		5,850						(2,340	)						3,510
Shares issued for interest	4/13/2021	Shares issued for interest														25,134,385		2,513						(1,005	)						1,508
Shares issued for Debt	4/15/2021`	Shares issued for Debt														97,542,355		9,754						(3,414	)						6,340
Shares issued for interest	4/15/2021`	Shares issued for interest														48,909,645		4,891						(1,712	)						3,179
Shares issued for Debt	4/15/2021`	Shares issued for Debt														38,145,154		3,815						(1,527	)						2,288
Shares issued for interest	4/15/2021`	Shares issued for interest														11,336,846		1,134						(454	)						680
Shares issued for Debt	4/15/2021`	Shares issued for Debt														89,950,579		8,995						(4,757	)						4,238
Shares issued for interest	4/15/2021`	Shares issued for interest														360,821		36						(19	)						17
Shares issued for Debt	4/16/2021`	Shares issued for Debt														60,257,055		6,026						40,974							47,000
Shares issued for interest	4/16/2021`	Shares issued for interest														10,498,830		1,050						7,139							8,189
Shares issued for Debt	4/21/2021	Shares issued for Debt														126,423,649		12,642						(4,987	)						7,655
Shares issued for interest	4/21/2021	Shares issued for interest														37,390,351		3,739						(1,475	)						2,264
Shares issued for Debt	4/28/2021	Shares issued for Debt														24,445,152		2,445			��			19,555							22,000
Shares issued for interest	4/28/2021	Shares issued for interest														4,339,015		434						3,471							3,905
Shares issued for Debt	5/3/2021	Shares issued for Debt														21,792,903		2,179						(763	)						1,416
Shares issued for interest	5/3/2021	Shares issued for interest														11,219,652		1,122						(393	)						729
Shares issued for Debt	5/5/2021	Shares issued for Debt														18,271,120		1,827						(640	)						1,187
Shares issued for interest	5/5/2021	Shares issued for interest														9,481,896		948						(332	)						616
Shares issued for Debt	5/18/2021	Shares issued for Debt														33,772,000		3,377						(1,351	)						2,026
Contributed Capital Quarter Ended June 30, 2021		Contributed Capital Quarter Ended June 30, 2021																												2,500	2,500
Net Loss for the Quarter Ended June 30,2021		Net Loss for the Quarter Ended June 30,2021				—				—				—								—					(7,489,115	)			(7,489,115)
Balance June 30, 2021		Balance June 30, 2021		414,147,858	$	41,415		50,000	$	5		10,000	$	1		3,780,195,788	$	378,018		44,000,000	$	4,400	$	8,392,382		$	(21,964,232	)	$	736,326	$(12,411,685)
Balance September 30, 2021		Balance September 30, 2021		431,998,817	$	43,200		50,000	$	5		10,000	$	1		4,350,554,514	$	435,054		44,000,000	$	4,400	$	8,644,037		$	(23,348,900	)	$	736,326	$(13,485,877)
Shares issued for Debt	10/1/2021	Shares issued for Debt														10,000,000		1,000						99,000							100,000
Shares issued for Interest	10/1/2021	Shares issued for Interest														2,666,200		267						26,395							26,662
Shares issued for Debt	10/1/2021	Shares issued for Debt														10,000,000		1,000						99,000							100,000
Shares issued for Interest	10/1/2021	Shares issued for Interest														3,883,700		388						38,449							38,837
Shares issued for Debt	10/1/2021	Shares issued for Debt														6,022,971		602						49,398							50,000
Shares issued for Interest	10/1/2021	Shares issued for Interest														2,361,366		236						19,367							19,603
Shares issued for Debt	10/1/2021	Shares issued for Debt														15,503,953		1,550						48,450							50,000
Shares issued for Interest	10/1/2021	Shares issued for Interest														5,759,719		576						17,999							18,575
Shares issued for Interest	10/1/2021	Shares issued for Interest														23,255,888		2,326						72,674							75,000
Shares issued for Debt	10/1/2021	Shares issued for Debt														9,945,768		995						31,080							32,075
Shares issued for Interest	10/1/2021	Shares issued for Interest														7,751,973		775						24,225							25,000
Shares issued for Interest	10/1/2021	Shares issued for Interest														3,211,178		321						10,035							10,356
Shares issued for Debt	10/1/2021	Shares issued for Debt														1,000,016		100						24,900							25,000
Shares issued for Interest	10/1/2021	Shares issued for Interest														355,326		36						8,847							8,883
Shares issued for Debt	10/1/2021	Shares issued for Debt		4,000,047		400																		49,600							50,000
Shares issued for Interest	10/1/2021	Shares issued for Interest		1,869,542		187																		23,182							23,369
Shares issued for Debt	10/29/2021	Shares issued for Debt														10,256,427		1,026						98,974							100,000
Shares issued for Interest	10/29/2021	Shares issued for Interest														4,082,878		408						39,400							39,808
Shares issued for Debt	10/29/2021	Shares issued for Debt														8,421,053		842						39,158							40,000
Shares issued for Interest	10/29/2021	Shares issued for Interest														2,987,789		299						13,893							14,192
Shares issued for Debt	11/4/2021	Shares issued for Debt														6,250,082		625						49,375							50,000
Shares issued for Interest	11/4/2021	Shares issued for Interest														2,376,531		238						18,774							19,012
Shares issued for Debt	11/24/2021	Shares issued for Debt														72,476,800		7,248						3,716							10,964
Shares issued for Debt	11/24/2021	Shares issued for Debt														1,000,014		100						24,900							25,000
Shares issued for Interest	11/24/2021	Shares issued for Interest														461,086		46						11,481							11,527
Shares issued for Debt	11/24/2021	Shares issued for Debt														2,400,000		240						59,760							60,000
Shares issued for Interest	11/24/2021	Shares issued for Interest														1,017,600		102						25,338							25,440
Shares issued for Debt	12/10/2021	Shares issued for Debt		1,000,000		100																		24,900							25,000
Shares issued for Interest	12/10/2021	Shares issued for Interest		425,000		43																		10,583							10,625
Net Loss for the Quarter Ended December 31,2021		Net Loss for the Quarter Ended December 31,2021				—				—				—								—					2,644,980			—	2,644,980
Balance December 31,2021		Balance December 31,2021		439,293,406	$	43,929		50,000	$	5		10,000	$	1		4,564,002,832	$	456,399		44,000,000	$	4,400	$	9,706,891		$	(20,703,920	)		—	$(9,755,969)
Shares issued for Debt	3/28/2022	Shares issued for Debt														8,790,790		879						47,541							48,420
Shares issued for Interest	3/28/2022	Shares issued for Interest														7,209,210		721						38,987							39,708
Net Loss for the Quarter Ended March 31, 2022		Net Loss for the Quarter Ended March 31, 2022				—				—				—								—					(67,081,589	)		—	(67,081,589)
Balance March 31, 2022		Balance March 31, 2022		439,293,406	$	43,929		50,000	$	5		10,000		1		4,580,002,832	$	457,999		44,000,000	$	4,400	$	9,793,419		$	(87,785,509	)		—	$(76,749,430)
Shares issued for Debt	4/5/2022	Shares issued for Debt														39,691,174		3,969						214,648							218,617
Shares issued for Interest	4/5/2022	Shares issued for Interest														308,826		31						1,670							1,701
Shares issued for Debt	4/8/2022	Shares issued for Debt														99,728,094		9,973						540,188							550,161
Shares issued for Interest	4/8/2022	Shares issued for Interest														271,906		27						1,473							1,500
Shares issued for Debt	5/16/2022	Shares issued for Debt														100,000,000		10,000						324,800							334,800
Shares issued for Debt	6/8/2022	Shares issued for Debt														100,000,000		10,000						324,800							334,800
Net Income for the Quarter Ended March 31, 2022		Net Income for the Quarter Ended March 31, 2022				—				—				—								—					66,958,167			—	66,958,167
Balance June 30,2022		Balance June 30,2022		439,293,406	$	43,929		50,000	$	5		10,000		1		4,920,002,832	$	491,999		44,000,000	$	4,400	$	11,200,998		$	(20,827,342	)		—	$(8,349,684)

Schedule of comprehensive income
Basis		Fair Value		Total Unrealized Gains		Net Unrealized Gain or (Loss) realized during the quarter ended June 30,2022
$	5,741	$	87,608	$	81,867	$	79,749

Basis				Fair Value				Total Unrealized Gain				Net Unrealized Gain or (Loss) realized during the quarter ended June 30, 2022
$		$13,124		$	134,971			$	121,847			$	122,861

Schedule of investment securities
Basis		Fair Value		Total Unrealized Losses			Net Unrealized Gain or (Loss) realized during the quarter ended June 30,2022
$	677,100	$	26,828	$	(650,272	)	$

Schedule of restatement of previously issued financial statements
Statement of Operations	As Originally Presented			Adjustments			As Restated
Three Months Ended June 30,2021
Revenues		1,905,000			(1,875,794	)		29,206
Total Revenues		1,932,425			(1,875,794	)		56,631
Net Income ( Loss)		(5,613,321	)		(1,875,794	)		(7,489,115	)

Nine Months Ended June 30,2021
Revenues		1,905,000			(1,875,794	)		29,206
Total Revenues		1,987,274			(1,875,794	)		111,480
Net Income ( Loss)		(3,504,772	)		(1,875,794	)		(5,380,566	)

Statement of Cash Flow		As Originally Presented			Adjustments			As Restated
for the Nine Months Ended June 30,2021
Increase in Unearned Income		0			1,875,794			1,875,794

Statement of Shareholders' Equity ( Deficit)		As Originally Presented			Adjustments			As Restated
for the Nine Months Ended June 30,2021
Net Loss for the Quarter Ended June 30,2021		(5,613,321	)		(1,875,794	)		(7,489,115	)

Balance Sheet as of June 30,2021		As Originally Presented			Adjustments			As Restated
Unearned Income		0			1,875,794			1,875,794
Current Liabilities		11,969,547			1,875,794			13,845,341
Total Liabilities		11,969,547			1,875,794			13,845,341
Retained Earnings (Deficit)		(20,088,438	)		(1,875,794	)		(21,964,232	)
Total Stockholders' Equity (Deficit)		(10,535,891	)		(1,875,794	)		(12,411,685	)

Schedule of Derivative liability

Schedule of Derivative ~~Liability~~

Risk Free Interest Rate

~~2.98~~5.18

Expected Term

.(~~0.5~~2.54) – (~~2.88~~3.15) Yrs

Expected Volatility

~~855.05~~907.61

Expected Dividends