United States Securities and Exchange Commission

Washington, D.C.  20549

 

Form 10-K/A

Amendment No. 1 

 

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:   For the fiscal year ending September 30, 2014

 

 

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:   For the transition period from ___________ to ___________.

 

Commission file number: 333-191725

 

REGEN BIOPHARMA, INC.

(Name of small business issuer in its charter)

 

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

 

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

(Address of Principal executive offices)

 

(619) 702-1404

(Registrant’s telephone number)  

_______________

 

Securities registered under Section 12(b) of the “Exchange Act” None

 

Securities registered under Section 12(g) of the Exchange Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.

 

Large accelerated filer ☐	Accelerated filer ☐
Non accelerated filer ☐	Smaller reporting Company ☒

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐   No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒    No  ☐

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: N/A

 

As of December 9, 2014 Regen Biopharma, Inc. had 52,043,917 common shares outstanding. 

EXPLANATORY NOTE: 

THIS AMENDMENT NO.1 TO REGEN BIOPHARMA, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2014 (“FORM 10-K”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF THE FORM 10K.(“ORIGINAL FILING”)

Item 8. Financial Statements and Supplementary Data

 

SEALE AND BEERS, CPAs

CERTIFIED PUBLIC ACCOUNTANTS

PCAOB Registered Auditors – www.sealebeers.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Regen BioPharma, Inc

We have audited the accompanying balance sheets of Regen BioPharma, Inc as of September 30, 2014, and 2013, and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended September 30, 2014. Regen BioPharma’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regen BioPharma, Inc. as of September 30, 2014 and 2013, and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended September 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at September 30, 2014, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

December 10, 2014

8250 W Charleston Blvd, Suite 100 - Las Vegas, NV 89117 Phone: (888)727-8251 Fax: (888)782-2351

 

REGEN BIOPHARMA, INC.
BALANCE SHEET
			As of September 30,				As of September 30,
			2014				2013
ASSETS
Current Assets
Cash		$	0			$	115,922
Note Receivable			10,422				0
Accrued Interest Receivable			233				0
Total Current Assets			10,655				115,922
TOTAL ASSETS		$	10,655			$	115,922
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft		$	6,137			$	0
Accounts Payable			3,305				0
Notes Payable			120,169				0
Accrued payroll taxes			8,463				0
Accrued Interest			2,212				0
Total Current Liabilities			140,286				0
TOTAL LIABILITIES			140,286				0
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, ($0.0001 par value) 500,000,000 shares authorized, 51,610,000 issued and outstanding as of September 30, 2013 and 51,907,917 shares issued and outstanding as of September 30, 2014			5,191				5,161
Preferred Stock ($0.0001 par value) 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2013 and 2014			0				0
Additional Paid-in Capital			485,097				185,127
Contributed Capital			658,658				447,858
Retained Earnings (Deficit) accumulated during the development stage			(1,278,577	)			(522,224	)
Total Stockholders' Equity (Deficit)			(129,631	)			115,922
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	10,655			$	115,922

 

The Accompanying Notes are an Integral Part to These Financial Statements.

REGEN BIOPHARMA, INC.

Statements of Operations

		Year ended September 30, 2014				Year Ended September 30, 2013
Revenues		$	—			$	—
COST AND Expenses
Research and Development			23,867				8,394
General and administrative			523,906				262,879
Consulting and Professional Fees			158,581				48,563
total Costs and expenses			706,354				319,836
OPERATING LOSS			(706,354	)			(319,836	)
Other Income &(Expense)
Interest Income			233				0
Refunds of amounts previously paid			490				35,000
Interest Expense			(2,212	)			0
Capital contribution to parent			(48,510	)			(70,198)
Total other income (expense)			(49,999	)			(35,198	)
Net INCOME (Loss)		$	(756,353	)		$	(355,034	)
Basic and fully diluted earnings (loss) Per Share			(0.0146	)			(0.0187	)
Weighted Average number of common Shares Outstanding			51,731,057				18,950,000

 

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

REGEN BIOPHARMA , INC.
Statement of shareholder's equity
For the years ended  September 30, 2013 and 2014
		Preferred		Common		Additional Paid-in	Retained	Contributed
		Shares	Amount	Shares	Amount	Capital	Earnings	Capital	Total
Balance September 30, 2012				10,000	10	80	(167,190)	168,023	923
	Contributed Capital October 1 2012 to December 31, 2012							91,549	91,549
	Net Loss October 1, 2012 to December 31 2012						(91,839)		(91,839)
Balance December 31, 2012				10,000	10	80	(259,029)	259,572	633
	Contributed Capital January 1 2013 to March 31, 2013							70,500	70,500
	Net Loss January 1 2013 to March 31, 2013						(70,505)		(70,505)
Balance March 31, 2013				10,000	10	80	(329,534)	330,072	628
	Change in par value, common stock May 15, 2013				(9)	9			0
	Common Stock issued for Cash May 17, 2013 at $0.0004 per share  issued to the Company's  in consideration of payment by the parent on behalf of the Company of $20,000 of expenses incurred by the Company			50,000,000	5,000	15,000			20,000
	Contributed Capital April 1, 2013 to June 30, 2013							57,854	57,854
	Net Loss April 1, 2013 to June 30, 2013						(74,829)		(74,829)
Balance June 30, 2013				50,010,000	5,001	15,089	(404,363)	387,926	3,653
	Common Stock issued for Expenses issued at $0.0468 per share August 20, 2013 issued  in satisfaction of $70,000 of convertible debt owed by the Company's parent and $198 of interest accrued but unpaid owed by the Company's parent			1,500,000	150	70,048			70,198
	Common Stock issued for Cash at $1.00 per share issued September 30, 2013			100,000	10	99,990			100,000
	Contributed Capital July 1, 2013 to September 30, 2013							59,932	59,932
	Net Loss July 1, 2013 to September 30, 2013						(117,861)		(117,861)
Balance September 30, 2013				51,610,000	5,161	185,127	(522,224)	447,858	115,922
	Common Stock issued for Cash at $1.00 per share issued October 14, 2013			100,000	10	99,990			100,000
	Common Stock issued for Cash at $1.00 per share issued November 15, 2013			100,000	10	99,990			100,000
	Common Stock issued for Cash at $1.00 per share issued December 12, 2013			100,000	10	99,990			100,000
	Contributed Capital October 1, 2013 to December 31 2013							45,000	45,000
	Net Loss October 1, 2013 to December 31, 2103						(209,529)		(209,529)
Balance December 31, 2013				51,910,000	5,191	485,097	(731,753)	492,858	251,393
	Contributed Capital January 1, 2014 to March 31 2014							50,000	50,000
	Net Loss January 1, 2014 to March 31 2014						(186,201)		(186,201)
Balance March 31, 2014				51,910,000	5,191	485,097	(917,954)	542,858	115,192
	Common Stock cancelled June 26, 2014			(2,083)
	Contributed Capital April 1, 2014 to June 30, 2014							45,000	45,000
	Net Loss April 1, 2014 to June 30, 2014						(166,021)		(166,021)
Balance June 30 , 2014				51,907,917	5,191	485,097	(1,083,975)	587,858	(5,829)
	Contributed Capital July 1, 2014 to September 30, 2014							70,800	70,800
	Net Loss July 1, 2014 to September 30, 2014						(194,602)		(194,602)
Balance September 30, 2014				51,907,917	5,191	485,097	(1,278,577)	658,658	(129,631)

 

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

 

REGEN BIOPHARMA, INC.
STATEMENT OF CASH FLOWS
		Year Ended September 30,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	(756,353	)		$	(355,034	)
Adjustments to reconcile net Income to net cash:
Common Stock issued for expenses			—				70,198
Change in other assets and liabilities:
Increase (Decrease) in Accounts Payable			3,305				—
(Increase) Decrease in Notes Receivable			(10,422	)			—
(Increase) Decrease in Interest Receivable			(233	)			—
Increase(Decrease) in Bank Overdraft			6,137				—
Increase (Decrease) in Accrued Expenses			10,675				—
Net Cash Provided by (Used in) Operating Activities			(746,891	)			(284,836	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			300,000				120,000
Increase in Contributed Capital			210,800				279,835
Increase in Notes Payable			120,169				0
Net Cash Provided by (Used in) Financing Activities			630,969				399,835
Net Increase (Decrease) in cash			(115,922	)			114,999
Cash at beginning of period			115,922				923
Cash at end of period		$	—			$	115,922

 

The Accompanying Notes are an Integral Part to These Financial Statements.

  

REGEN BIOPHARMA, INC.

Notes to Financial Statements

As of September 30, 2014

 

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 is a majority owned subsidiary of Bio-Matrix Scientific Group, Inc, a Delaware corporation.

 

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

 

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. USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

C. CASH EQUIVALENTS

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

   

D. PROPERTY AND EQUIPMENT

 

Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.

 

E. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

Level 1:  Quoted prices in active markets for identical assets or liabilities

 

Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

F. INCOME TAXES

 

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

 

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30 2014 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.

 

G.  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.

 

H. ADVERTISING

 

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the twelve months ended September 30, 2014 and $0 for the twelve months ended September 30, 2013.

 

NOTE 2.  RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.

 

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

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

In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

 

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

 

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

 

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

 

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

 

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

 

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

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

 

NOTE 3. 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 $ 1,278,577 during the period from April 24, 2012 (inception) through September 30, 2014. 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. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

 

NOTE 4. NOTES PAYABLE

 

		September 30, 2014				September 30, 2013
Bio Matrix Scientific Group, Inc. (Note 7)			90,000				0
David Koos ( Notes7)			30,168
Notes payable		$	120,168			$	0

  

$90,000 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

 

$30,168 lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.

 

NOTE 5. NOTES RECEIVABLE

 

		September 30, 2014				September 30, 2013
Entest Biomedical, Inc. (Note 7)			10,422				0
Notes payable		$	10,422			$	0

  

$10,422 lent by the Company to Entest Biomedical, Inc. . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

 

NOTE 6. INCOME TAXES

 

As of September 30, 2014

 

Deferred tax assets:
Net operating tax carry forwards		$	434,716
Other			-0-
Gross deferred tax assets			434,716
Valuation allowance			(434,716)	)
Net deferred tax assets		$	-0-

 

As of September 30, 2014 the Company has a Deferred Tax Asset of $434,716 completely attributable to net operating loss carry forwards of approximately $ 1,278,577 (which expire 20 years from the date the loss was incurred).

 

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0.

 

Income tax is calculated at the 34% Federal Corporate Rate. 

 

NOTE 7. RELATED PARTY TRANSACTIONS

 

As of September 30, 2014 the Company has received capital contributions from its parent totaling $658,658 and has issued 50,010,000 common shares to its parent for aggregate consideration of $20,090. The Company also utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 provided to the Company by Entest BioMedical, Inc. on a month to month basis free of charge. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent.

 

As of September 30, 2014 Entest Biomedical Inc. is indebted to the Company in the amount of $10,422. $10,422 lent by the Company to Entest Biomedical, Inc. . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

 

As of September 30, 2014 the Company is indebted to its parent in the amount of $90,000. $90,000 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

 

As of September 30, 2014 the Company is indebted to David R. Koos in the amount of $30,168. $30,168 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

 

On August 20, 2013 the Company issued 1,500,000 common shares to the holder of one of its parent’s convertible notes (“Parent Convertible Note Holder”) in satisfaction of $70,198 owed by the Company’s parent to the Parent Convertible Note Holder.

 

Between the period beginning September 1, 2013 and ending March 31, 2014 the Company made payments of $28,117 to Entest Biomedical, Inc. on behalf of its parent. During the quarter ended June 30, 2014 the Company paid 6,778 to Entest Biomedical , Inc. to be applied against debt owed by Bio Matrix Scientific group , inc. to Entest Biomedical Inc.

 

During the year ended September 30, 2014 the Company has paid $13,615 of expenses incurred by the Company’s parent on its behalf.

 

During the year ended September 30, 2014 the Company made payments totaling $18,042 dollars to Batu Biologics for contracted services . Thomas Ichim, who serves as the Company’s Chief Scientific Officer and Director of Research as well as a Director of the Company, is the Executive Chairman of and owns approximately 29% of the share capital of Batu Biologics.

  

NOTE 8. STOCKHOLDERS' EQUITY

 

The stockholders' equity section of the Company contains the following classes of capital stock as September 30, 2014:

 

Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 51,907,917 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, $0.0001 par value, 5,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 0 shares issued and outstanding

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). 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.

 

NOTE 9. STOCK TRANSACTIONS

 

On June 26, 2014 2,083 of the issued common shares of the Company were cancelled at the request of the holder.

 

NOTE 10. SUBSEQUENT EVENTS

 

On October 30, 2014 the Company issued 136,000 common shares to a member of the Company’s Scientific Advisory Board as consideration for services.

   

Item 15. Exhibit Index

 

EXHIBIT INDEX

 

Exhibit Number	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

 

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.

 

			Entest BioMedical, Inc.
		By:	/s/David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer
			Date: December 22, 2014

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 22, 2014.

 

		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman of the Board of Directors, Chief Executive Officer, Acting Chief Financial Officer
			Date: December 22, 2014

 

 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 22, 2014.

 

		By:	/s/ Thomas Ichim
			Name: Thomas Ichim
			Title: Director
			Date: December 22, 2014