UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 21, 2017

 

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.)

Commission File No. 333-191725

 

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

(Address of Principal Executive Offices)

 

(619) 702 1404

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 4.02      Non-Reliance on Previously Issued Financial Statements.

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended March 31, 2015 filed with the Company’s Form 10-Q for the quarter ended March 31, 2015 should not be relied upon. 

The Company determined that the recognition of $8,179,432 of expenses recognized during the quarter ended March 31, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.

 

The following tables reflect the corrections:

 

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of				Adjustments				As of
		March 31, 2015								March 31, 2015
		(unaudited)								(unaudited)
										as restated
ASSETS
CURRENT ASSETS
Cash			521,974								521,974
Note Receivable			12,051								12,051
Accrued Interest Receivable			784								784
Total Current Assets			534,809								534,809
TOTAL ASSETS			534,809								534,809
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft			0								0
Accounts payable			16,207								16,207
Notes Payable			133,751								133,751
Accrued payroll taxes			2,976								2,976
Accrued Interest			14,635								14,635
Accrued Reent			5,000								5,000
Accrued Payroll			7,501								7,501
Total Current Liabilities			180,070								180,070
Total Liabilities			180,070								180,070
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
109,310,811   issued and outstanding as of
march 31, 2015, 2014 and 51,907,917 shares issuedand outstanding September  30, 2014			10,932								10,932
Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
March 31, 2015 and September 30, 2014 respectively
Series A Preferred			5,714								5,714
90,000,000 Authorized and 0 authorized,
57,134, 079 and 0 outstanding as of March 31, 2105 and September 30, 2014 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000  and 0 outstanding as of March 31, 2015
and September 30, 2014 respectively
Additional Paid in capital			9,905,102				(8,179,432	)			1,725,670
Contributed Capital			743,658								743,658
Retained Earnings (Deficit) accumulated during the development stage			(10,310,670	)			8,179,432				(2,131,238	)
Total Stockholders' Equity (Deficit)			354,739								354,739
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			534,809								534,809

 

 

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
			Three months ended				Adjustments				Three months ended				Six Months ended				Adjustments				Six Months ended
			March 31, 2015								March 31, 2015				March 31, 2015								March 31, 2015
			(unaudited)								(unaudited)				(unaudited)								(unaudited)
											as restated												as restated
REVENUES			0								0				0								0
COST AND EXPENSES
Research and Development			22,969								22,969				25,206								25,206
General and Administrative			303,536								303,536				442,989								442,989
Consulting and Professional Fees			279,913								279,913				339,761								339,761
Rent			15,000								15,000				26,871								26,871
Total Costs and Expenses			621,419								621,419				834,828								834,828
OPERATING LOSS			(621,419	)							(621,419	)			(834,828	)							(834,828	)
OTHER INCOME & (EXPENSES)
Interest Income			291								291				551								551
Interest Expense			(9,188	)							(9,188	)			(15,230	)							(15,230	)
Capital contribution tp parent			0								0
Loss on issuance of common shares for
less than fair value			(8,179,432	)			8,179,432				0				(8,179,432	)			8,179,432				0
Preferred shares issued pursuant to
contractual obligations			(3,154	)							(3,154	)			(3,154	)							(3,154	)
TOTAL OTHER INCOME (EXPENSE)			(8,191,483	)							(12,051	)			(8,197,265	)							(17,833	)
NET INCOME (LOSS)			(8,812,901	)							(633,470	)			(9,032,092	)							(852,660	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.1224	)							(0.0088	)			(0.0970	)							(0.0092	)
WEIGHTED AVERAGE NUMBER OF COMMON			71,986,230								71,986,230				93,139,424								93,139,424
SHARES OUTSTANDING

 

 

 

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
						Six Months Ended				Adjustments				Six Months Ended
						March 31, 2015								March 31, 2015
														as restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)						$	(9,032,092	)		$	8,179,432			$(852,660)
Adjustments to reconcile net Income to net cash
Preferred Stock issued for Expenses						$	100							$100
Preferred Stock issued for interest						$	891							$891
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations						$	3,154							$3,154
Common Stock issued to Consultants						$	226,177							$226,177
Preferred Stock issued to Consultants						$	420							$420
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable						$	12,902							$12,902
(Increase) Decrease in Notes Receivable						$	(1,629	)						$(1,629)
(Increase) Decrease in Interest  Receivable						$	(551	)						$(551)
Increase ( Decrease) in Bank Overdraft						$	(6,137	)						$(6,137)
Increase (Decrease) in accrued Expenses						$	19,437							$19,437
Net Cash Provided by (Used in) Operating Activities						$	(8,777,329	)						$(597,897)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash							0							0
Increase in Contributed Capital							85,000							85,000
Increase ( Decrease)  in Notes Payable							19,582							19,582
Increase in Convertible Notes payable							882,686							882,686
Increase in issuance of stock below fair value							8,179,432				(8,179,432	)		(0)
Increase in Additional Paid in Capital							132,603							132,603
Net Cash Provided by (Used in) Financing Activities							9,299,303							1,119,871
Net Increase (Decrease) in Cash						$	521,974							$521,974.40
Cash at Beginning of Period							0							0
Cash at End of Period						$	521,974							$521,974

 

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended June 30, 2015 filed with the Company’s Form 10-Q for the quarter ended June 30, 2015 should not be relied upon.

The Company determined that $730,000 of expenses recognized during the quarter ended June 30, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.

 

The following tables reflect the corrections:

  

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of				adjustments				As of
		June 30, 2015								June 30, 2015
		(unaudited)								(unaudited)
										restated
ASSETS
CURRENT ASSETS
Cash			208,582								208,582
Note Receivable			12,051								12,051
Prepaid Expenses			6,289								6,289
Accrued Interest Receivable			1,081								1,081
Total Current Assets			228,003								228,003
TOTAL ASSETS			228,003								228,003
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable			1,190								1,190
Notes Payable			103,751								103,751
Accrued payroll taxes			6,692								6,692
Accrued Interest			18,147								18,147
Accrued Rent			5,000								5,000
Accrued Payroll			10,501								10,501
Total Current Liabilities			145,281								145,281
Total Liabilities			145,281								145,281
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
113,525,096 issued and outstanding as of
June 30, 2015 and 51,907,917 shares issued and outstanding September  30, 2014			11,353								11,353
Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
June 30, 2015 and September 30, 2014 respectively
Series A Preferred			6,055								6,055
90,000,000 Authorized and 0 authorized,
60,548,364 and 0 outstanding as of  June 30, 2105 and September 30, 2014 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000  and 0 outstanding as of June 30, 2015
and September 30, 2014 respectively
Additional Paid in capital			11,209,694				(8,909,432	)			2,300,262
Contributed Capital			728,658								728,658
Retained Earnings (Deficit) accumulated during the development stage			(11,873,041	)			8,909,432				(2,963,609	)
Total Stockholders' Equity (Deficit)			82,722								82,722
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			228,003								228,003

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
			Three months ended				adjustments				Three months ended				Nine Months Ended				adjustments				Nine Months Ended
			June 30, 2015								June 30, 2015				June 30, 2015								June 30, 2015
			(unaudited)								(unaudited)				(unaudited)								(unaudited)
											(as restated)												(as restated)
REVENUES			0								0				0								0
COST AND EXPENSES
Research and Development			68,081								68,081				93,287								93,287
General and Administrative			463,765								463,765				906,754								906,754
Consulting and Professional Fees			73,364								73,364				413,125								413,125
Rent			16,200								16,200				43,071								43,071
Total Costs and Expenses			621,410								621,410				1,456,238								1,456,238
OPERATING LOSS			(621,410	)							(621,410	)			(1,456,238	)							(1,456,238	)
OTHER INCOME & (EXPENSES)
Interest Income			297								297				848								848
Refunds of amounts previously paid
Interest Expense			(3,512	)							(3,512	)			(18,742	)							(18,742	)
Capital contribution to parent			0								0				0								0
Loss on issuance of common shares for
less than fair value			(937,425	)			730,000				(207,425	)			(9,116,857	)			8,909,432				(207,425	)
Preferred shares issued pursuant to
contractual obligations			(321	)							(321	)			(3,475	)							(3,475	)
TOTAL OTHER INCOME (EXPENSE)			(940,961	)							(210,961	)			(9,138,226	)							(228,794	)
NET INCOME (LOSS)			(1,562,371	)							(832,371	)			(10,594,463	)							(1,685,032	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.0141	)							(0.0075	)			(0.1333	)							(0.0212	)
WEIGHTED AVERAGE NUMBER OF COMMON			110,648,054								110,648,054				79,454,728								79,454,728
SHARES OUTSTANDING

 

 

 

 

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
		Nine  Months Ended				Adjustments				Nine  Months Ended
		June 30, 2015								June 30, 2015
										Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		$	(10,594,463	)			8909432				(1,685,032	)
Adjustments to reconcile net Income to net cash
Preferred Stock issued for Expenses		$	100								100
Predrred Stock issued for interest		$	891								891
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations		$	3,475								3,475
Common Stock issued to Consultants		$	226,177								226,177
Preferred Stock issued to Consultants		$	440								440
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		$	(2,115	)							(2,115	)
(Increase) Decrease in Notes Receivable		$	(1,629	)							(1,629	)
(Increase) Decrease in Interest  Receivable		$	(848	)							(848	)
Increase ( Decrease) in Bank Overdraft		$	(6,137	)							(6,137	)
Increase (Decrease) in accrued Expenses		$	29,665								29,665
(Increase) Decrease in Prepaid Expenses		$	(6,289	)							(6,289	)
Increase in issuance of stock below fair value		$	9,116,857				(8,909,432	)			207,425
Increase in Additional Paid in Capital		$	380,191								380,191
Net Cash Provided by (Used in) Operating Activities		$	(853,686	)							(853,685	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			0								0
Increase in Contributed Capital			70,000								70,000
Increase ( Decrease)  in Notes Payable			19,582								19,582
Increase in Convertible Notes payable			972,686								972,686
Net Cash Provided by (Used in) Financing Activities			1,062,268								1,062,268
Net Increase (Decrease) in Cash		$	208,582								208,583
Cash at Beginning of Period			0								0
Cash at End of Period		$	208,582								208,583

 

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Shareholder’s Equity, Statement of Comprehensive Income and Statement of Cash Flow for the year ended September 30, 2015 filed with the Company’s Form 10-K for the year ended September 30, 2015 should not be relied upon.

The Company determined that the recognition of $ 8,984,432 of expenses recognized during the year ended September 30, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.

 

The following tables reflect the corrections:

 

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of				Amendments				As of
		September 30, 2015								September 30, 2015
										(Restated)
ASSETS
CURRENT ASSETS
Cash			38,620								38,620
Note Receivable			12,051								12,051
Prepaid Expenses			10,000								10,000
Accrued Interest Receivable			1,381								1,381
Total Current Assets			62,052								62,052
OTHER ASSETS
Available for Sale Securities			158,400								158,400
Total Other Assets			158,400								158,400
TOTAL ASSETS			220,452								220,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable			25,854								25,854
Notes Payable			222,751								222,751
Accrued payroll taxes			1,940								1,940
Accrued Interest			21,093								21,093
Accrued Rent			10,000								10,000
Accrued Payroll			36,001								36,001
Total Current Liabilities			317,639								317,639
Total Liabilities			317,639								317,639
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 51,907,917 shares issued and outstanding September  30, 2014			11,474								11,474
Preferred Stock, 0.0001 par value, 100,000,000 authorized and Five Million authorized as of
September 30, 2015 and September 30, 2014 respectively
Series A Preferred			6,098								6,098
90,000,000 Authorized and 0 authorized,
60,981,697 and 0 outstanding as of  September  30, 2105 and September 30, 2014 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000  and 0 outstanding as of September  30, 2015
and September 30, 2014 respectively
Additional Paid in capital			11,663,905				(8,984,432	)			2,679,473
Contributed Capital			728,658								728,658
Retained Earnings (Deficit) accumulated during the development stage			(12,473,725	)			8,984,432				(3,489,293	)
Accumulated Other Comprehensive Income			(33,600	)							(33,600	)
Total Stockholders' Equity (Deficit)			(97,187	)							(97,187	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			220,452								220,452

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
			Year Ended								Year Ended
			September 30, 2015				Adjustments				September 30, 2015
											Restated
REVENUES			192,000								192,000
COST AND EXPENSES
Research and Development			282,295								282,295
General and Administrative			1,314,208								1,314,208
Consulting and Professional Fees			516,701								516,701
Rent			58,071								58,071
Total Costs and Expenses			2,171,276								2,171,276
OPERATING LOSS			(1,979,276	)							(1,979,276	)
OTHER INCOME & (EXPENSES)
Interest Income			1,148								1,148
Refunds of amounts previously paid			0								0
Interest Expense			(21,688	)							(21,688	)
Capital contribution tp parent
Loss on issuance of common shares for
less than fair value			(9,191,857	)			8,984,432				(207,425	)
Preferred shres issued pursuant to
contractual obligations			(3,475	)							(3,475	)
TOTAL OTHER INCOME (EXPENSE)			(9,215,872	)							(231,440	)
NET INCOME (LOSS)			(11,195,147	)							(2,210,715	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.1270	)							(0.0251	)
WEIGHTED AVERAGE NUMBER OF COMMON			88,185,098								88,185,098
SHARES OUTSTANDING

 

REGEN BIOPHARMA, INC.
STATEMENT OF COMPREHENSIVE INCOME
		Year Ended September 30,
										(as restated)
		2015				adjustments				2015
Net Income (Loss)		$	(11,195,147	)			8,984,432			$	(2,210,716	)
Add:
Unrealized Gains on Securities			0								0
Less:
Unrealized Losses on Securities			(33,600	)							(33,600	)
Total Other Comprehensive Income (Loss)			(33,600	)							(33,600	)
Comprehensive Income		$	(11,228,747	)							(2,244,316	)

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
		Year Ended				Adjustments				Year Ended
		September 30, 2015								September 30, 2015
										(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)			(11,195,147	)			8,984,432				(2,210,716	)
Adjustments to reconcile net Income to net cash
Securities Received as Payment for Services			(192,000	)							(192,000	)
Preferred Stock issued for Expenses			100								100
Predrred Stock issued for interest			891								891
Common Stock issued for expenses
Preferred Stock issued pursuant to contractual obligations			3,475								3,475
Common Stock issued to Consultants			307,955								307,955
Preferred Stock issued to Consultants			450								450
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable			22,549								22,549
(Increase) Decrease in Notes Receivable			(1,629	)							(1,629	)
(Increase) Decrease in Interest  Receivable			(1,148	)							(1,148	)
Increase ( Decrease) in Bank Overdraft			(6,137	)							(6,137	)
Increase (Decrease) in accrued Expenses			58,359								58,359
(Increase) Decrease in Prepaid Expenses			(10,000	)							(10,000	)
Increase in issuance of stock below fair value			9,191,857				(8,984,432	)			207,425
Increase in Additional Paid in Capital			627,778								627,778
Net Cash Provided by (Used in) Operating Activities			(1,192,648	)							(1,192,648	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			33,333								33,333
Preferred Stock issued for Cash			16,667								16,667
Increase in Contributed Capital			70,000								70,000
Increase ( Decrease)  in Notes Payable			138,582								138,582
Increase in Convertible Notes payable			972,686								972,686
Net Cash Provided by (Used in) Financing Activities			1,231,268								1,231,268
Net Increase (Decrease) in Cash		$	38,620								38,620
Cash at Beginning of Period			0								0
Cash at End of Period		$	38,620								38,620

REGEN BIOPHARMA , INC.
Statement of shareholder's equity
For the years ended  September 30, 2015 and 2014
		Quarter Ended March 31, 2015							Adjustment				As Restated
APIC		Loss on Issuance of Securities  for Less than fair value recognized during quarter			8,179,432				(8,179,432	)			0
Accumulated Deficit		Net Loss			(8,812,902	)			8,179,432				(633,470	)
		Quarter Ended June 30 2015
APIC		Loss on Issuance of Securities  for Less than fair value recognized during quarter			937,425				(730,000	)			207,425
Accumulated Deficit		Net Loss			(1,562,371	)			730000				(832,371	)
		Quarter Ended September  30 2015
APIC		Loss on Issuance of Securities  for Less than fair value recognized during quarter			75,000				(75,000	)			0
Accumulated Deficit		Net Loss			(600,684	)			75,000				(525,684	)

 

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended December 31, 2015 filed with the Company’s Form 10-Q for the quarter ended December 31, 2015 should not be relied upon.

The Company determined that the recognition of $ 1,163,313 of expenses recognized during the period resulting from the issuance for less than fair value of equity securities should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of								As of				As of
		December 31, 2015								December 31, 2015				September 30, 2015
		(unaudited)				Adjustments				(unaudited)
										restated
ASSETS
CURRENT ASSETS
Cash			168,517								168,517				38,620
Note Recievable			12,051								12,051				12,051
Prepaid Expenses			1,000								1,000				10,000
Accrued Interest Recievable			1,681								1,681				1,381
Due from Former Employees			15,000								15,000
Total Current Assets			198,249								198,249				62,052
OTHER ASSETS
Available for Sale Securities			120,000								120,000				158,400
Total Other Assets			120,000								120,000				158,400
TOTAL ASSETS			318,249								318,249				220,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft			0								0				0
Accounts payable			27,646								27,646				25,854
Notes Payable			168,050								168,050				222,751
Accrued payroll taxes			5,771								5,771				1,940
Accrued Interest			26,095								26,095				21,093
Accrued Reent			10,000								10,000				10,000
Accrued Payroll			52,663								52,663				36,001
Due to Shareholder			50,000								50,000
Total Current Liabilities			340,225								340,225				317,639
Total Liabilities			340,225								340,225				317,639
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 124,287,272 shares issuedand outstanding December 31, 2015			12,427								12,427				11,474
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
December 31,  2015 and September 30, 2015 respectively
Series A Preferred			8,025								8,025				6,098
90,000,000 Authorized and 300,000,000 authorized,
60,981,697 and 80,248,364 outstanding as of  September  30, 2105 and December 31, 2015 respectively
Series AA Preferred			3								3				3
$0.0001 par value 600,000 authorized and 30, 000   outstanding as of September  30, 2015
and December 31, 2015
Additional Paid in capital			13,632,102				(10,147,746	)			3,484,356				11,663,905
Contributed Capital			728,658								728,658				728,658
Retained Earnings (Deficit) accumulated during the development stage			(14,331,191	)			(10,147,746	)			(4,183,446	)			(12,473,725	)
Accumulated Other Comprehensive Income			(72,000	)							(72,000	)			(33,600	)
Total Stockholders' Equity (Deficit)			(21,976	)							(21,976	)			(97,187	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			318,249								318,249				220,452

 

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
			Quarter Ended				Adjustments				Quarter Ended			Quarter Ended
			December 31, 2015								December 31, 2015			December 31, 2014
											(restated)
REVENUES			0								0			0
COST AND EXPENSES
Research and Development			105,323								105,323			2,237
General and Administrative			488,596								488,596			139,453
Consulting and Professional Fees			80,533								80,533			59,848
Rent			15,000								15,000			11,871
Total Costs and Expenses			689,452								689,452			213,409
OPERATING LOSS			(689,452	)							(689,452	)		(213,409)
OTHER INCOME & (EXPENSES)
Interest Income			300								300			260
Refunds of amounts previously paid
Interest Expense			(5,001	)							(5,001	)		(6,042)
Loss on issuance of common shares for
less than fair value			(1,163,313	)			1,163,313				0
TOTAL OTHER INCOME (EXPENSE)			(1,168,014	)							(4,701	)		(5,782)
NET INCOME (LOSS)			(1,857,466	)							(694,153	)		(219,191)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.0157	)							(0.0059	)		(0.0042)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING			118,216,582								118,216,582			52,000,576

 

 

REGEN BIOPHARMA,INC. STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
		Quarter  Ended December 31
		2015				2015
							(restated)
Net Income (Loss)		$	(1,857,466)		1,163,313	$	(694,153)
Add:
Unrealized Gains on Securities			0				0
Less:
Unrealized Losses on Securities			(38,400)				(38,400)
Total Other Comprehensive Income (Loss)			(38,400)				(38,400)
Comprehensive Income		$	(1,895,866)				(732,553)

 

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
		Three Months Ended				Adjustments				Three Months Ended
		December 31, 2015								December 31, 2015
										Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		$	(1,857,466	)		$	1,163,313			$	(694,153	)
Adjustments to reconcile net Income to net cash
Common Stock issued to Consultants
Preferred Stock issued to Consultants		$	40							$	40
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		$	1,792							$	1,792
(Increase) Decrease in Notes Receivable		$	—							$	—
(Increase) Decrease in Interest  Receivable		$	(300	)						$	(300	)
Increase ( Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses		$	25,495							$	25,495
(Increase) Decrease in Prepaid Expenses		$	9,000							$	9,000
(Increase)Decrease in Due from Former Employee		$	(15,000	)						$	(15,000	)
Increase in issuance of stock below fair value			1,163,313				(1,163,313	)			0
Increase in Additional Paid in Capital			247,723								247,723
Net Cash Provided by (Used in) Operating Activities		$	(425,403	)						$	(425,403	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			321,667								321,667
Preferred Stock issued for Cash			238,334								238,334
Increase in Contributed Capital
Increase ( Decrease)  in Notes Payable			(54,701	)							(54,701	)
Increase in Convertible Notes payable
Increase in Due to Shareholder			50,000								50,000
Net Cash Provided by (Used in) Financing Activities			555,300								555,300
Net Increase (Decrease) in Cash			129,897								129,897
Cash at Beginning of Period			38,620								38,620
Cash at End of Period		$	168,517							$	168,517

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended March 31, 2016 filed with the Company’s Form 10-Q for the quarter ended March 31, 2016 should not be relied upon.

The Company determined that the recognition of $ 364,822 of expenses recognized during the period resulting from the issuance for less than fair value of equity securities should not have been recognized.

The following tables reflect the corrections:

REGEN BIOPHARMA,INC.
BALANCE SHEET
		As of				Adjustments				As of
		March 31, 2016								March 31, 2016
		(unaudited)								Restated
ASSETS
CURRENT ASSETS
Cash			106,024								106,024
Note Recievable			12,051								12,051
Prepaid Expenses			1,000								1,000
Accrued Interest Recievable			1,978								1,978
Due from Former Employees			15,000								15,000
Total Current Assets			136,053								136,053
OTHER ASSETS
Available for Sale Securities			56,800								56,800
Total Other Assets			56,800								56,800
TOTAL ASSETS			192,853								192,853
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft			0								0
Accounts payable			21,283								21,283
Notes Payable			228,050								228,050
Accrued payroll taxes			1,946								1,946
Accrued Interest			31,184								31,184
Accrued Rent			15,000								15,000
Accrued Payroll			92,996								92,996
Due to Shareholder			0								0
Total Current Liabilities			390,459								390,459
Long Term Liabilities
Convertible Notes Payable			58,295								58,295
Total Long Term Liabilities			58,295								58,295
Total Liabilities			448,754								448,754
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 128,253,138 shares issuedand outstanding March  31, 2016			12,824								12,824
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
December 31,  2015 and September 30, 2015 respectively
Series A Preferred			8,488								8,488
90,000,000 Authorized and 300,000,000 authorized,
60,981,697 and 84,881,697 outstanding as of  September  30, 2105 and March 31, 2016 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000   outstanding as of September  30, 2015
and March  31, 2016
Additional Paid in capital			14,551,402				(10,512,568	)			4,038,835
Contributed Capital			728,658								728,658
Retained Earnings (Deficit) accumulated during the development stage			(15,422,076	)			10,512,568				(4,909,508	)
Accumulated Other Comprehensive Income			(135,200	)							(135,200	)
Total Stockholders' Equity (Deficit)			(255,901	)							(255,900	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			192,853								192,853

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
			Six Months Ended								Six Months Ended
			March 31, 2016				adjustments				March 31, 2016
											(restated)
REVENUES			0								0
COST AND EXPENSES
Research and Development			277,919								277,919
General and Administrative			923,831								923,831
Consulting and Professional Fees			178,080								178,080
Rent			30,000								30,000
Total Costs and Expenses			1,409,830								1,409,830
OPERATING LOSS			(1,409,830	)							(1,409,830	)
OTHER INCOME & (EXPENSES)
Interest Income			597								597
Refunds of amounts previously paid
Interest Expense			(10,090	)							(10,090	)
Interest Expense attributable to
Amortization of Discount			(894	)							(894	)
Loss on issuance of common shares for
less than fair value			(1,528,135	)			1,528,135				0
Preferred shares issued pursuant to
contractual obligations
TOTAL OTHER INCOME (EXPENSE)			(1,538,522	)							(10,387	)
NET INCOME (LOSS)			(2,948,352	)							(1,420,217	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.0188	)							(0.0091	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING			156,418,573								156,418,573

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
			Quarter Ended								Quarter Ended
			March 31, 2016				adjustments				March 31, 2016
											(restated)
REVENUES			0								0
COST AND EXPENSES
Research and Development			172,596								172,596
General and Administrative			435,236								435,236
Consulting and Professional Fees			97,547								97,547
Rent			15,000								15,000
Total Costs and Expenses			720,379								720,379
OPERATING LOSS			(720,379	)							(720,379	)
OTHER INCOME & (EXPENSES)
Interest Income			297								297
Refunds of amounts previously paid
Interest Expense			(5,089	)							(5,089	)
Interest Expense attributable to
Amortrization of Discount			(894	)							(894	)
Loss on issuance of common shares for
less than fair value			(364,822	)			364,822				0
Preferred shres issued pursuant to
contractual obligations
TOTAL OTHER INCOME (EXPENSE)			(370,508	)							(5,686	)
NET INCOME (LOSS)			(1,090,886	)							(726,064	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.0087	)							(0.0058	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING			124,875,119								124,875,119

STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
		Quarter  Ended March  31
		2016				Adjustments				2016
										(restated)
Net Income (Loss)			(1,090,886	)			364,822				(726,064	)
Add:
Unrealized Gains on Securities			—								—
Less:
Unrealized Losses on Securities			(63,200	)							(63,200	)
Total Other Comprehensive Income (Loss)			(63,200	)							(63,200	)
Comprehensive Income			(1,154,086	)							(789,264	)
			Six Months  Ended March  31
											(restated)
			2016
Net Income (Loss)			(2,948,352	)			1,528,135				(1,420,217	)
Add:
Unrealized Gains on Securities			—								—
Less:
Unrealized Losses on Securities			(101,600	)							(101,600	)
Total Other Comprehensive Income (Loss)			(101,600	)							(101,600	)
Comprehensive Income			(3,049,952	)							(1,521,817	)

 

 

 

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
		Six Months Ended				adjustments				Six Months Ended
		March 31 2016								March 31 2016
										(restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)			(2,948,352	)		$	1,528,135				(1,420,217	)
Adjustments to reconcile net Income to net cash
Preferred Stock Issued for Expenses
Preferred Stock issued for Interest
Preferred Stock issued pursuant to contractual obligations
Common Stock issued to Consultants
Preferred Stock issued to Consultants			40								40
Increase (Decrease) in Interest expense attributable to amortization of Discount			894								894
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable			(4,571	)							(4,571	)
(Increase) Decrease in Notes Receivable
(Increase) Decrease in Interest  Receivable			(597	)							(597	)
Increase ( Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses			72,093								72,093
(Increase) Decrease in Prepaid Expenses			9,000								9,000
(Increase)Decrease in Due from Former Employee			(15,000	)							(15,000	)
Increase in issuance of stock below fair value			1,528,135			$	(1,528,135	)			0
Increase in Additional Paid in Capital			495,462								495,462
Net Cash Provided by (Used in) Operating			(862,896	)							(862,896	)
Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			475,000								475,000
Preferred Stock issued for Cash			350,001								350,001
Increase in Contributed Capital
Increase ( Decrease)  in Notes Payable			5,299								5,299
Increase in Convertible Notes payable			100,000								100,000
Increase in Due to Shareholder			0								0
Net Cash Provided by (Used in) Financing
Activities			930,300								930,300
Net Increase (Decrease) in Cash			67,404								67,404
Cash at Beginning of Period			38,620								38,620
Cash at End of Period			106,024								106,024

 

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended June 30, 2016 filed with the Company’s Form 10-Q for the quarter ended June 30, 2016 should not be relied upon.

The Company determined that the recognition of $ 1,425,190 of expenses recognized during the period resulting from the issuance for less than fair value of equity securities should not have been recognized.

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of								As of
		June 30, 2016								June 30, 2016
		(unaudited)								(restated)
ASSETS
CURRENT ASSETS
Cash			140,317								140,317
Note Recievable			12,051								12,051
Prepaid Expenses			1,000								1,000
Accrued Interest Recievable			2,278								2,278
Due from Former Employees			15,000								15,000
Total Current Assets			170,646								170,646
OTHER ASSETS
Available for Sale Securities			80,000								80,000
Total Other Assets			80,000								80,000
TOTAL ASSETS			250,646								250,646
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft			0								0
Accounts payable			216,440								216,440
Notes Payable			269,447								269,447
Accrued payroll taxes			798								798
Accrued Interest			37,988								37,988
Accrued Reent			15,000								15,000
Accrued Payroll			178,496								178,496
Due to Shareholder			0								0
Total Current Liabilities			718,169								718,169
Long Term Liabilities:
Convertible Notes Payable			102,703								102,703
Total Long Term Liabilities			102,703								102,703
Total Liabilities			820,872								820,872
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 134,548,138 shares issuedand outstanding June 30, 2016			13,453								13,453
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
June 30,  2016 and September 30, 2015 respectively
Series A Preferred			12,767								12,767
90,000,000 Authorized and 300,000,000 authorized,
60,981,697 and 127,666,697 outstanding as of  September  30, 2105 and June 30, 2016 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000   outstanding as of September  30, 2015
and June 30, 2016
Additional Paid in capital			16,634,372				(11,937,757	)			4,696,615
Contributed Capital			728,658								728,658
Retained Earnings (Deficit) accumulated during the development stage			(17,847,479	)			11,937,757				(5,909,722	)
Accumulated Other Comprehensive Income			(112,000	)							(112,000	)
Total Stockholders' Equity (Deficit)			(570,226	)							(570,226	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			250,646								250,646

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
			Quarter Ended								Quarter Ended
			June 30, 2016								June 30, 2016
											(restated)
REVENUES			0								0
COST AND EXPENSES
Research and Development			276,605								276,605
General and Administrative			434,643								434,643
Consulting and Professional Fees			212,853								212,853
Rent			15,000								15,000
Total Costs and Expenses			939,101								939,101
OPERATING LOSS			(939,101	)							(939,101	)
OTHER INCOME & (EXPENSES)
Interest Income			300								300
Refunds of amounts previously paid
Interest Expense			(8,804	)							(8,804	)
Interest Expense attributable to
Amortization of Discount			(4,308	)							(4,308	)
Loss on issuance of common shares for
less than fair value			(1,473,490	)			1,425,190				(48,300	)
Preferred shares issued pursuant to
contractual obligations
TOTAL OTHER INCOME (EXPENSE)			(1,486,302	)							(61,112	)
NET INCOME (LOSS)			(2,425,403	)							(1,000,213	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.01884	)							(0.00777	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING			128,764,917								128,764,917

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
			Nine Months Ended				adjustments				Nine Months Ended
			June 30, 2016								June 30, 2016
											(as restated)
REVENUES			0								0
COST AND EXPENSES
Research and Development			554,524								554,524
General and Administrative			1,358,474								1,358,474
Consulting and Professional Fees			390,933								390,933
Rent			45,000								45,000
Total Costs and Expenses			2,348,931								2,348,931
OPERATING LOSS			(2,348,931	)							(2,348,931	)
OTHER INCOME & (EXPENSES)
Interest Income			897								897
Refunds of amounts previously paid
Interest Expense			(18,894	)							(18,894	)
Interest Expense attributable to
Amortization of Discount			(5,202	)							(5,202	)
Loss on issuance of common shares for
less than fair value			(3,001,625	)			2,953,325				(48,300	)
Preferred shares issued pursuant to
contractual obligations
TOTAL OTHER INCOME (EXPENSE)			(3,024,824	)							(71,499	)
NET INCOME (LOSS)			(5,373,755	)							(2,420,430	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.0432	)							(0.0195	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING			124,408,218								124,408,218

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
		Nine Months Ended				Adjustments				Nine Months Ended			Nine Months Ended
		June 30, 2016								June 30, 2016			June 30, 2015
										(restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		$	(5,373,755	)		$	2,953,325			$	(2,420,430	)	(10,594,463	)
Adjustments to reconcile net Income to net cash
													100
Preferred Stock Issued for Expenses
Preferred Stock issued for compensation		$	3,000							$	3,000
Preferred Stock issued for Interest													891
Preferred Stock issued pursuant to contractual obligations													3,475
Common Stock issued to Consultants													226,177
Preferred Stock issued to Consultants		$	40							$	40		440
Increase (Decrease) in Interest expense attributable to
		$	5,202							$	5,202
Increase in issuance of stock below fair value		$	3,001,625			$	(2,953,325	)		$	48,300		9,116,857
Increase in Additional Paid in Capital		$	743,201							$	743,201		380,191
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable		$	190,585							$	190,585		(2,115	)
(Increase) Decrease in Notes Receivable													(1,629	)
(Increase) Decrease in Interest  Receivable		$	(897	)						$	(897	)	(848	)
Increase ( Decrease) in Bank Overdraft													(6,137	)
Increase (Decrease) in accrued Expenses		$	163,249							$	163,249		29,665
(Increase) Decrease in Prepaid Expenses		$	9,000							$	9,000		(6,289	)
(Increase)Decrease in Due from Former Employee		$	(15,000	)						$	(15,000	)
Net Cash Provided by (Used in) Operating		$	(1,273,750	)						$	(1,273,750	)	(853,685	)
Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			619,938								619,938
Preferred Stock issued for Cash			534,813								534,813
Increase in Contributed Capital													70,000
Increase ( Decrease)  in Notes Payable			70,696								70,696		19,582
Increase in Convertible Notes payable			150,000								150,000		972,686
Increase in Due to Shareholder
Net Cash Provided by (Used in) Financing
Activities			1,375,447								1,375,447		1,062,268
Net Increase (Decrease) in Cash			101,697								101,697		208,582.00
Cash at Beginning of Period			38,620								38,620		0
Cash at End of Period		$	140,317							$	140,317		208,582

REGEN BIOPHARMA, INC.
STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
		Quarter  Ended June   30
										(restated)
		2016				adjustments				2016
Net Income (Loss)		$	(2,425,403	)			1,425,190			$	(1,000,213	)
Add:
Unrealized Gains on Securities			23,200								23,200
Less:
Unrealized Losses on Securities
Total Other Comprehensive Income (Loss)			23,200								23,200
Comprehensive Income		$	(2,402,203	)							(977,013	)

		Nine Months  Ended June 30
		2016				adjustments				2016
										(restated)
Net Income (Loss)		$	(5,373,755	)			2,953,325			$	(2,420,430	)
Add:
Unrealized Gains on Securities			0								0
Less:
Unrealized Losses on Securities			(78,400	)							(78,400	)
Total Other Comprehensive Income (Loss)			(78,400	)							(78,400	)
Comprehensive Income		$	(5,452,155	)							(2,498,830	)

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Shareholder’s Equity, Statement of Comprehensive Income and Statement of Cash Flow for the year ended September 30, 2016 filed with the Company’s Form 10-K for the year ended September 30, 2016 should not be relied upon.

The Company determined that the recognition of $4,337,075 of expenses recognized during the year ended September 30, 2016 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company should not have been recognized.

 

The following tables reflect the corrections:

 

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of								As of
		September 30, 2016				Adjustments				September 30, 2016
										(Restated)
ASSETS
CURRENT ASSETS
Cash			24,822								24,822
Accounts Recievable			83,000								83,000
Note Recievable			12,051								12,051
Prepaid Expenses			69,905								69,905
Accrued Interest Recievable			2,578								2,578
Due from Former Employees			15,000								15,000
Total Current Assets			207,356								207,356
OTHER ASSETS
Available for Sale Securities			112,000								112,000
Total Other Assets			112,000								112,000
TOTAL ASSETS			319,356								319,356
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft			0								0
Accounts payable			240,759								240,759
Notes Payable			143,447								143,447
Accrued payroll taxes			33,040								33,040
Accrued Interest			43,918								43,918
Accrued Reent			15,000								15,000
Accrued Payroll			263,996								263,996
Due to Shareholder			50,000								50,000
Convertible Notes Payable			9,041								9,041
Total Current Liabilities			799,201								799,201
Long Term Liabilities:
Convertible Notes Payable			107,057								107,057
Total Long Term Liabilities			107,057								107,057
Total Liabilities			906,258								906,258
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
114,753,938 issued and outstanding as of
September 30, 2015 and 139,712,605 shares issuedand outstanding September 30, 2016			13,970								13,970
Preferred Stock, 0.0001 par value, 800,000,000 authorized and 100,000,000 authorized as of
September 30,  2016 and September 30, 2015 respectively
Series A Preferred			13,527								13,527
90,000,000 Authorized and 300,000,000 authorized,
60,981,697 and 135,266,697 outstanding as of  September  30, 2105 and September 30, 2016 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000   outstanding as of September  30, 2015
and September 30, 2016
Additional Paid in capital			18,961,259				(13,321,507	)			5,639,753
Contributed Capital			728,658								728,658
Retained Earnings (Deficit) accumulated during the development stage			(20,224,319	)			13,321,507				(6,902,812	)
Accumulated Other Comprehensive Income			(80,000	)							(80,000	)
Total Stockholders' Equity (Deficit)			(586,902	)							(586,902	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			319,356								319,356

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
		Year Ended September 30				Adjustments				Year Ended September 30
		2016								2016
										(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)			(7,750,594	)			4,337,075				(3,413,519	)
Adjustments to reconcile net Income to net cash
Stock Received as Payment for Services
Preferred Stock Issued for Expenses
Preferred Stock issued for compensation			3,000								3,000
Preferred Stock issued for Interest
Preferred Stock issued pursuant to contractual obligations
Common Stock issued to Consultants			99,815								99,815
Preferred Stock issued to Consultants			15,940								15,940
Increase (Decrease) in Interest expense attributable to
amortization of Discount			18,597								18,597
Increase in issuance of stock below fair value			4,748,408				(4,337,075	)			411,333
Increase in Additional Paid in Capital			849,866								849,866
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable			214,904								214,904
(Increase) Decrease in Accounts Receivable			(83,000	)							(83,000	)
(Increase) Decrease in Notes Receivable
(Increase) Decrease in Interest  Receivable			(1,197	)							(1,197	)
Increase ( Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses			286,921								286,921
(Increase) Decrease in Prepaid Expenses			(59,905	)							(59,905	)
(Increase) Decrease in Due from Former Employee			(15,000	)							(15,000	)
Net Cash Provided by (Used in) Operating Activities			(1,672,245	)							(1,672,245	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			626,188								626,188
Preferred Stock issued for Cash			628,563								628,563
Increase in Contributed Capital
Increase ( Decrease)  in Notes Payable			53,696								53,696
Increase in Convertible Notes payable			300,000								300,000
Increase in Due to Shareholder			50,000								50,000
Net Cash Provided by (Used in) Financing
Net Cash Provided by (Used in) Financing Activities			1,658,447								1,658,447
Net Increase (Decrease) in Cash			(13,798	)							(13,798	)
Cash at Beginning of Period			38,620								38,620
Cash at End of Period			24,822								24,822

  

STATEMENT OF COMPREHENSIVE INCOME
		Year   Ended September   30
		2016				adjustments				2016
										(Restated)
Net Income (Loss)		$	(7,750,594	)			4,337,075			$	(3,413,519	)
Add:
Unrealized Gains on Securities
Less:
Unrealized Losses on Securities			(46,400	)							(46,400	)
Total Other Comprehensive Income (Loss)			(46,400	)							(46,400	)
Comprehensive Income		$	(7,796,994	)							(3,459,919	)

 

STATEMENT OF SHAREHOLDERS EQUITY
Year Ended September 30, 2016
								Adjustments
Quarter Ended December 31, 2015												Restated
APIC		Loss on Securities Issued for Less Than Fair Value			1,163,313				(1,163,313	)			0
Accumulated Deficit		Net Loss			(1,857,466	)			1,163,313				(694,153	)
Quarter Ended March  31, 2016
APIC		Loss on Securities Issued for Less Than Fair Value			364,822				(364,822	)			0
Accumulated Deficit		Net Loss			(1,090,886	)			364,822				(726,064	)
Quarter Ended June 30, 2016
APIC		Loss on Securities Issued for Less Than Fair Value			1,473,490				(1,425,190	)			48,300
Accumulated Deficit		Net Loss			(2,425,404	)			1,425,190				(1,000,213	)
QuarterEnded September 30, 2016
APIC		Loss on Securities Issued for Less Than Fair Value			1,746,783				(1,383,750	)			363,033
Accumulated Deficit		Net Loss			(2,376,838	)			1,383,750				(993,088	)

 

 

On March 21, 2017, the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations, Statement of Comprehensive Income and Statement of Cash Flow for the quarter ended December 31, 2016 filed with the Company’s Form 10-Q for the quarter ended December 31, 2016 should not be relied upon.

The Company determined that the recognition of $ 1,950,120 of expenses recognized during the period resulting from the issuance for less than fair value of equity securities should not have been recognized.

 

REGEN BIOPHARMA , INC.
BALANCE SHEET
		As of								As of
		December 31, 2016				Adjustments				December 31, 2016
		(unaudited)								(unaudited)
										Restated
ASSETS
CURRENT ASSETS
Cash			220,718								220,718
Accounts Recievable			83,000								83,000
Note Recievable			12,051								12,051
Prepaid Expenses			61,011								61,011
Accrued Interest Recievable			2,878								2,878
Due from Former Employees			15,000								15,000
Total Current Assets			394,658								394,658
OTHER ASSETS
Available for Sale Securities			312,000								312,000
Total Other Assets			312,000								312,000
TOTAL ASSETS			706,658								706,658
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Overdraft			0								0
Accounts payable			163,927								163,927
Notes Payable			68,638								68,638
Accrued payroll taxes			3,677								3,677
Accrued Interest			54,841								54,841
Accrued Reent			20,000								20,000
Accrued Payroll			349,496								349,496
Due to Shareholder			25,000								25,000
Convertible Notes Payable			47,425								47,425
Total Current Liabilities			733,004								733,004
Long Term Liabilities:
Convertible Notes Payable			129,776								129,776
Total Long Term Liabilities			129,776								129,776
Total Liabilities			862,779								862,779
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 500,000,000 shares authorized;
145412605 issued and outstanding as of
December 31, 2016 and 139,712,605 shares issued and outstanding September 30, 2016			14,540								14,540
Preferred Stock, 0.0001 par value, 800,000,000 authorized as of
September 30,  2016 and December 31, 2016 respectively
Series A Preferred			14,797								14,797
300,000,000 authorized,
147966697 and 135,266,697 outstanding as of  December 31, 2016 and September 30, 2016 respectively
Series AA Preferred			3								3
$0.0001 par value 600,000 authorized and 30, 000   outstanding as of December 31, 2016
and September 30, 2016
Additional Paid in capital			21,714,779				(15,271,627	)			6,443,152
Contributed Capital			728,658								728,658
Retained Earnings (Deficit) accumulated during the development stage			(22,748,898	)			15,271,627				(7,477,271	)
Accumulated Other Comprehensive Income			120,000								120,000
Total Stockholders' Equity (Deficit)			(156,121	)							(156,121	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			706,658								706,658

 

REGEN BIOPHARMA , INC.
STATEMENT OF OPERATIONS
(unaudited)
			Quarter Ended								Quarter Ended
			December 31, 2016				Adjustments				December 31, 2016
											(Restated)
REVENUES			0								0
COST AND EXPENSES
Research and Development			42,694								42,694
General and Administrative			242,758								242,758
Consulting and Professional Fees			233,128								233,128
Rent			15,000								15,000
Total Costs and Expenses			533,580								533,580
OPERATING LOSS			(533,580	)							(533,580	)
OTHER INCOME & (EXPENSES)
Interest Income			300								300
Other Income			31,846								31,846
Refunds of amounts previously paid
Interest Expense			(11,923	)							(11,923	)
Interest Expense attributable to
Amortization of Discount			(61,102	)							(61,102	)
Loss on issuance of common shares for
less than fair value			(1,950,120	)			1,950,120				0
Preferred shares issued pursuant to
contractual obligations
TOTAL OTHER INCOME (EXPENSE)			(1,990,999	)							(40,879	)
NET INCOME (LOSS)			(2,524,579	)							(574,459	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE			(0.018	)							(0.004	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING			143,596,121								143,596,121

 

REGEN BIOPHARMA , INC.
STATEMENT OF CASH FLOWS
(unaudited)
		Quarter Ended December 31								Quarter Ended December 31
		2016				Adjustments				2016
										(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)			(2,524,579	)			1,950,120				(574,459	)
Adjustments to reconcile net Income to net cash
Increase (Decrease) in Interest expense attributable to
amortization of Discount			61,102								61,102
Increase in issuance of stock below fair value			1,950,120				(1,950,120	)			0
Increase in Additional Paid in Capital			5,240								5,240
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable			(76,832	)							(76,832	)
(Increase) Decrease in Accounts Receivable
(Increase) Decrease in Notes Receivable
(Increase) Decrease in Interest  Receivable			(300	)							(300	)
Increase ( Decrease) in Bank Overdraft
Increase (Decrease) in accrued Expenses			72,060								72,060
(Increase) Decrease in Prepaid Expenses			8,894								8,894
(Increase) Decrease in Due from Former Employee
Net Cash Provided by (Used in) Operating			(504,295	)							(504,295	)
Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for Cash			267,500								267,500
Preferred Stock issued for Cash			292,500								292,500
Increase in Contributed Capital			0								0
Increase ( Decrease)  in Notes Payable			(74,809	)							(74,809	)
Increase in Convertible Notes payable			240,000								240,000
Increase (Decrease) in Due to Shareholder			(25,000	)							(25,000	)
Net Cash Provided by (Used in) Financing
Activities			700,191								700,191
Net Increase (Decrease) in Cash			195,896								195,896
Cash at Beginning of Period			24,822								24,822
Cash at End of Period			220,718								220,718

REGEN BIOPHARMA, INC.
STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
		Quarter Ended December 31
		2016       adjustments								2016
										(Restated)
Net Income (Loss)		$	(2,524,579	)		$	1,950,120			$	(574,459	)
Add:
Unrealized Gains on Securities			200,000								200,000
Less:
Unrealized Losses on Securities
Total Other Comprehensive Income (Loss)			200,000								200,000
Comprehensive Income		$	(2,324,579	)							(374,459	)

 

 

The Company’s senior management has discussed the matters disclosed in this Item 4.02 of this Current Report with AMC Auditing, the Company’s independent registered public accounting firm.

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	REGEN BIOPHARMA, INC.
Dated: 3/30/2017	By: /s/ David Koos
	David Koos
	Chief Executive Officer