UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30,~~December 31, 2021

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

Commission File No. 000-53230

~~PEPTIDE TECHNOLOGIES,~~REGENEREX PHARMA, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter)~~charter)

Nevada		~~32-0535345~~ 98-0479983
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

5348 Vegas Drive #177

Las Vegas,, NV89108

(Address of principal executive offices)

(702)~~805-7525~~ 273-3772

Registrant’s telephone number, including area code

Peptide Technologies, Inc.

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

Indicate by check mark whether the ~~Registrant~~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~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 ~~days:~~days.

Yes [X ] No [ ]

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

Yes [X] No [ ]

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

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

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

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

Yes [ ] No [X]

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

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

Class		Outstanding at ~~August 11, 2021~~February 2, 2022
Common stock, $0.001 par value		~~127,112,660~~ 277,112,660

“Explanatory Note Regarding Forward-Looking Statements:”

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

● our ability to add new customers;

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

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

● our marketing capabilities and strategy;

● our ability to maintain a cost-effective program;

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

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

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

● the impact of laws and regulations.

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

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.)

INDEX TO FORM 10-Q FILING

FOR THE ~~THREE~~NINE MONTHS ENDED ~~JUNE 30,~~DECEMBER 31, 2021 AND 2020

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Balance Sheets	1
	Statements of Operations	2
	Statements of Cash Flows	3
	Statements of Stockholders’ Deficit	4
	Notes to Financial Statements	5
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	910
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1314
Item 4.	Controls and Procedures	1314

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	1516
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1516
Item 3.	Defaults Upon Senior Securities	1516
Item 4.	Mining Safety Disclosures	1516
Item 5	Other Information	1516
Item 6.	Exhibits	1516

CERTIFICATIONS

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

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.)

BALANCE SHEETS

(UNAUDITED)

		June 30, 2021			March 31, 2021			December 31, 2021			March 31, 2021
ASSETS

Current Assets
Cash and equivalents	$	5,954		$	6,902		$	2,789		$	6,902
Prepaid expenses		3,277			1,213			—			1,213
Total Current Assets		9,231			8,115			2,789			8,115

Website, net of accumulated amortization of $20,142 and $19,645, respectively		1,858			2,355

Website, net of accumulated amortization of $21,974 and $19,645, respectively								8,626			2,355
Total Assets	$	11,089		$	10,470		$	11,415		$	10,470

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	50,984		$	48,038		$	47,813		$	48,038
Related party advances		130,992			130,992			131,447			130,992
Accrued compensation		221,192			221,192			221,192			221,192
Other accrued liabilities		63,794			71,003			79,524			71,003
Current portion of notes payable to shareholder		159,122			150,094			118,853			150,094
Total Current Liabilities		626,084			621,319			598,829			621,319

Notes payable to shareholder, net of current portion		253,983			224,177			349,754			224,177

Total Liabilities		880,067			845,496			948,583			845,496

Commitments and Contingencies (Note 6)
Commitments and Contingencies (Note 7)

Stockholders’ Deficit
Common stock: $0.001 par value: 675,000,000 shares authorized: 127,112,660 issued and outstanding at June 30, 2021 and March 31, 2021, respectively		127,113			127,113
Common stock: $0.001 par value: 675,000,000 shares authorized: 277,112,660 and 127,112,660 issued and outstanding at December 31, 2021 and March 31, 2021, respectively								277,113			127,113
Additional paid-in capital		776,963			776,963			671,963			776,963
Accumulated deficit		(1,773,054	)		(1,739,102	)		(1,886,244	)		(1,739,102)
Total Stockholders’ Deficit		(868,978	)		(835,026	)		(937,168	)		(835,026)
Total Liabilities and Stockholders’ Deficit	$	11,089		$	10,470		$	11,415		$	10,470

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

REGENEREX PHARMA, INC.

(FORMERLY PEPTIDE TECHNOLOGIES, INC.)

STATEMENTS OF OPERATIONS

(UNAUDITED)

    For the Three Months Ended
    June 30,
2021 2020

Sales $ — $ 77

Cost of Sales — 8

Gross Profit — 69

Operating Expenses:
General and administrative 14,490 9,315
Sales and marketing 2,473 856
Total Operating Expenses 16,963 10,171

Operating Loss (16,963 ) (10,102 )

Other Income (Expense):
Interest expense (12,742 ) (9,324 )
Foreign currency gain (loss) (4,247 ) 9,609
Total Other Income (Expense) (16,989 ) 285

Net Loss $ (33,952 ) $ (9,817 )

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

Three Months Ended Nine months Ended
December 31, December 31,
2021 2020 2021 2020

Sales $ — $ 181 $ — $ 378

Cost of Sales — 364 — 406

Gross Loss — (183 ) — (28 )

Operating Expenses
General and administrative 62,385 12,103 100,192 33,229
Sales and marketing 612 1,966 3,303 3,056
Total Operating Expenses 62,997 14,069 103,495 36,285

Operating Loss (62,997 ) (14,252 ) (103,495 ) (36,313 )

Other Income (Expense)
Interest expense (14,548 ) (11,203 ) (44,130 ) (31,335 )
Foreign currency gain (loss) (1,889 ) (8,228 ) 483 (1,624 )
Total Other Income (Expense) (16,437 ) (19,431 ) (43,647 ) (32,959 )

Net Loss $ (79,434 ) $ (33,683 ) $ (147,142 ) $ (69,272 )

Basic and Diluted Loss per Common Share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )
Weighted Average Number of Common Shares Outstanding 203,743,095 127,112,660 152,749,024 127,112,660

The accompanying notes are an integral part of these unaudited financial statements.
2
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the Three Months Ended
June 30,
2021 2020
Cash Flows from Operating Activities:
Net loss $ (33,952 ) $ (9,817 )
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation 497 1,829
Foreign currency adjustments 4,247 (9,609 )
Changes in operating assets and liabilities:
Inventories — 8
Prepaid expenses (2,064 ) —
Accounts payable and accrued liabilities 8,779 8,464
Net cash used in operating activities (22,493 ) (9,125 )

Cash Flows from Financing Activities:
Proceeds from notes payable to shareholder 21,545 6,981
Net cash provided by financing activities 21,545 6,981

Decrease in cash and equivalents (948 ) (2,144 )
Cash and cash equivalents, beginning of period 6,902 5,460
Cash and cash equivalents, end of period $ 5,954 $ 3,316

Supplemental Cash Flow Information – Cash Paid For:
Income taxes $ — $ —
Interest $ — $ —

Non-Cash Investing and Financing Activities:
Accrued interest converted into note payable to shareholder $ 13,451 $ —

For the Nine months Ended
December 31,
2021 2020
Cash Flows from Operating Activities:
Net loss $ (147,142 ) $ (69,272 )
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation 2,329 4,167
Foreign currency adjustments (483 ) 1,624
Stock-based compensation 45,000 —
Changes in operating assets and liabilities:
Inventories — 406
Prepaid expenses 1,213 (1,645 )
Accounts payable and accrued liabilities 36,033 27,168
Net cash used in operating activities (63,050 ) (37,552 )

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

Cash Flows from Financing Activities:
Related party advances 455 —
Proceeds from notes payable to shareholder 67,082 33,813
Net cash provided by financing activities 67,537 33,813

Decrease in cash and equivalents (4,113 ) (3,739 )
Cash and cash equivalents, beginning of period 6,902 5,460
Cash and cash equivalents, end of period $ 2,789 $ 1,721

Supplemental Cash Flow Information – Cash Paid For:
Income Taxes $ — $ —
Interest $ — $ —
Non-Cash Investing and Financing Activities:
Accrued interest converted into note payable to shareholder $ 27,254 $ —
Shares issued for the acquisition of intellectual property $ 150,000 $ —
The accompanying notes are an integral part of these unaudited financial statements.
3
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
STATEMENTS OF STOCKHOLDERS’ DEFICIT ~~FOR~~
~~THE THREE MONTHS ENDED JUNE 30, 2021 AND JUNE 30, 2020~~
(UNAUDITED)

Common Stock
Shares Amount Additional Paid-in Capital Accumulated Deficit Stockholders’ Deficit
Balance at March 31, 2020 127,112,660 $ 127,113 $ 776,963 $ (1,385,350 ) $ (481,274 )
Net loss — — — (9,817 ) (9,817 )
Balance at June 30, 2020 127,112,660 $ 127,113 $ 776,963 $ (1,395,167 ) $ (491,091 )

Balance at March 31, 2021 127,112,660 $ 127,113 $ 776,963 $ (1,739,102 ) $ (835,026 )
Net loss — — — (33,952 ) (33,952 )
Balance at June 30, 2021 127,112,660 $ 127,113 $ 776,963
$ (1,773,054 ) $ (868,978 )

Common Stock
Shares Amount Additional Paid-in Capital Accumulated Deficit Stockholders’ Deficit
Balance at March 31, 2020 127,112,660 $ 127,113 $ 776,963 $ (1,385,350 ) $ (481,274 )
Net loss — — — (35,589 ) (35,589 )
Balance at September 30, 2020 127,112,660 $ 127,113 $ 776,963 $ (1,420,939 ) $ (516,863 )
Balance at September 30, 2020 127,112,660 $ 127,113 $ 776,963 $ (1,420,939 ) $ (516,863 )
Net loss — — — (33,683 ) (33,683 )
Balance at December 31, 2020 127,112,660 $ 127,113 $ 776,963 $ (1,454,622 ) $ (550,546 )

Balance at March 31, 2021 127,112,660 $ 127,113 $ 776,963 $ (1,739,102 ) $ (835,026 )
Net loss — — — (67,708 ) (67,708 )
Balance at September 30, 2021 127,112,660 $ 127,113 $ 776,963 $ (1,806,810 ) $ (902,734 )
Balance at September 30, 2021 127,112,660 $ 127,113 $ 776,963 $ (1,806,810 ) $ (902,734 )
Common stock issued for purchase of intellectual property 150,000,000 150,000 (150,000 ) — —
Stock-based compensation — — 45,000 — 45,000
Net loss — — — (79,434 ) (79,434 )
Balance at December 31, 2021 277,112,660 $ 277,113 $ 671,963 $ (1,886,244 ) $ (937,168 )
The accompanying notes are an integral part of these unaudited financial statements.
4
REGENEREX PHARMA, INC.
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS

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

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

Management has decided to focus on this new business development.

Risks and Uncertainties

We received our first inventory during the last week of October 2019. Our launch date at that time was set for December 2019, as we were in continuous negotiations and discussion with social media marketing groups and influencers. We had commenced modest sales. We then expected to launch our marketing campaign during the first quarter of 2020. Due to the COVID-19 pandemic, our sales launch was delayed, and our second launch slated for July 2020 was further delayed which continued for the remainder of 2020.
~~As inventory has now expired, the Company will be seeking to order additional inventory prior to resuming sales.~~

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

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

NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

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

Operating results for the ~~three~~nine months ended ~~June 30,~~December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending March 31, 2022. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2021 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2021 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
5
NOTE 3 – GOING CONCERN

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations, and ~~had an accumulated deficit of $1,773,054~~as of ~~June 30, 2021. The Company also has~~December 31, 2021, it had excess liabilities over assets of $~~868,978~~.$937,168 These factors raise substantial doubt about the Company’s ability to continue as a going concern.
5
The Company requires significant cash to launch its business and reduce its payable. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company ~~may~~will need to curtail ~~or alter its plan of~~ operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

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

NOTE 4 –~~SIGNIFICANT~~–SIGNIFICANT ACCOUNTING POLICIES
~~Emerging Growth Company~~Revenue Recognition

The Company ~~is an “emerging growth company,”~~will record revenue under ASC 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as ~~defined in Section 2(a) of~~ the ~~Securities Act, as modified~~companies satisfies a performance obligation.

We expect to generate revenue from home care service providers that are funded by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
~~Revenue Recognition~~
We offer skincare products through our online store. Revenues are recognized gross when control of our goods are transferred to the customer, which generally occurs upon delivery to the customer. At the time an order is accepted, prices are fixed and determinable and are not subject to adjustment. We reserve the right to refuse all returns, reshipments and refunds.U.S. Government. The Company defers revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1.

~~Inventories~~Earnings per Share

Inventory of retail merchandise is valued at the lower of cost and net realizable value with a cost being determined on a first-in, first out method. Costs includes all costs of manufacturing the product, packaging, cost of conversion and other costs incurred in bringing the inventory to its present condition and location.
~~Earnings per Share~~
Earnings per share is reported in accordance with FASB ~~ASC~~ Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share. As of ~~June 30,~~December 31, 2021 and 2020, the Company does not have any common share equivalents outstanding.
6
Website

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three and nine months ended ~~June 30,~~December 31, 2021 and 2020 was $1,016~~497~~ and $2,329~~1,829~~ and $504 and $4,167, respectively.

Recent Accounting Pronouncements

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

NOTE 5 – RELATED PARTY TRANSACTIONS

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

Related Party Advances

The Company’s former Chief Financial Officer (“CFO”) ~~had~~has historically advanced the Company monies for operating expenses; ~~no significant amounts were advanced~~Advances during the ~~periods presented.~~nine-month period December 31, 2021 and 2020 were $455 and $0, respectively. The related party advances totaled $131,447 and $130,992~~130,992~~ as of ~~June 30,~~December 31, 2021 and March 31, 2021, ~~and the~~respectively. The advances are due on ~~demand, but no later than June 30, 2023.~~demand. The related party advances ~~began to~~ accrue interest at ten (10) percent per ~~annum on July 1, 2019.~~annum. Repayment is due no later than June 30, 2023. Interest expense was $9,879 and $9,869~~3,266~~ during the ~~three-month~~nine-month periods ended ~~June 30,~~December 31, 2021 and ~~2020.~~2020, respectively.

Note ~~Payable~~Payables to ~~Shareholder~~Shareholders
As at ~~June 30,~~December 31, 2021 and March 31, 2021, the Company had various promissory notes with total outstanding principal balances of $~~413,105~~$468,607 and $~~374,271~~,$374,271, respectively, due to a shareholder of the Company. These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from ~~October 11, 2021~~January 20, 2022 to ~~June 17,~~December 30, 2023.

On April 15, 2021, one note to a shareholder that was originally due on April 15, 2021 with a principal amount of approximately $72,000 ($90,000 Canadian Funds) was reissued in the principal amount of approximately $~~86,000~~$86,000 ($108,000 Canadian Funds) which included the original principal amount plus interest accrued as at April 15, 2021 in the amount of approximately $~~14,000~~$14,000 ($18,000 Canadian Funds). Repayment of the note is due no later than April 15, ~~2023~~2023. On October 11, 2021 one note to a shareholder that was originally due on October 11, 2021 with a principal amount of $10,000 was reissued in the principal amount of $12,000 which included the original principal plus interest accrued as at October 11, 2021 in the amount of $2,000. Repayment of the note is due no later than October 11, 2023. On October 21, 2021, one note to a shareholder that was originally due on October 21, 2021 with a principal amount of $30,000 was reissued in the principal amount of $36,000 which included the original principal plus interest accrued as at October 21, 2021 in the amount of $6,000. Repayment of the note is due no later than October 21, 2023. On October 25, 2021, one note to a shareholder that was originally due on October 25, 2021 with a principal amount of $24,500 was reissued in the principal amount of $29,400 which included the original principal plus interest accrued as at October 25, 2021 in the amount of $4,900. Repayment of the note is due no later than October 25, 2023. On December 9, 2021, one note to a shareholder that was originally due on December 9, 2021 with a principal amount of approximately $4,000 ($5,000 Canadian Funds) was reissued in the principal amount of approximately $5,000 ($6,000 Canadian Funds) which included the original principal plus interest accrued as at December 9, 2021 in the amount of approximately $758 ($1,000 Canadian Funds). Repayment of the note is due no later than December 9, 2023.

7
During the ~~three-month~~nine-month period ended ~~June 30,~~December 31, 2021, a shareholder was issued additional ~~three (3)~~eight (8) promissory notes totaling $~~21,545~~ ~~(26,500~~$67,082 ($86,500 Canadian Funds). These notes are unsecured and bear interest at ten (10)(10) percent per annum with principal and interest due twenty-four (24) months after the date of ~~issue~~.issue.

~~Aggregate~~Accrued interest ~~expense~~ was $~~9,476~~$42,676 and $~~6,058~~ ~~during the three months ended June 30,~~$33,132 as of December 31, 2021 and ~~2020,~~March 31, 2021, respectively, which is included in other accrued ~~liabilities~~liabilities.

NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at ~~June 30, 2021~~the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company will receive all rights and ~~March 31, 2021, respectively.~~title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
The Technology Platforms include but are not limited to:
A.
Proteomic research platforms which include proprietary blends.
B.
Combination design Techniques
C.
Patent Pending Proprietary Blends
D.
Patent Pending Formulas
E.
Trademarks and all pending Trademarks
F.
510K USA FDA, information and Know-how for application
G.
All Clinical trials, (Right to use)
H.
CE mark (International)
I.
Regenerex Library formula incorporated in the Wound Healing Technology.
J.
Wound Healing Technology QBX
K.
Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.

Products:
1.
Xcellderma over the counter product.
2.
Accelerex, combination product as a drug device.
3.
Accelerex in a tube.

NOTE 67 – COMMITMENTS AND CONTINGENCIES

The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.
See Note 6 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Asset Purchase Agreement. To date, no amounts have been payable under this agreement.

8
NOTE 8 – STOCKHOLDERS’ DEFICIT
During the three months ended December 31, 2021, Irene Getty, who resigned as a member of the Board of Directors, transferred 45,000,000 shares of common stock with an estimated fair value of $45,000 to Gregory Pilant and Deborah Pilant upon their appointment as Directors and Officers of the Company.  Irene Getty continues to be the Chief Financial Officer of the Company. Irene Getty was a significant shareholder owning more than 10% of the shares outstanding at the time. The Company recognized stock-based compensation of $45,000 within general and administrative expenses in the accompanying statement of operations related to this transfer of shares.
See Note 6 for shares issued in connection with the Asset Purchase Agreement.

NOTE 9 – SUBSEQUENT EVENTS
On January 20, 2022, a note to a shareholder that was originally due on January 20, 2022 with a principal amount of approximately $8,000 ($10,000 Canadian Funds) was reissued in the principal amount of approximately $10,000 ($12,000 Canadian Funds), which included the original principal amount plus interest accrued as at January 20, 2022 in the approximate amount of $2,000 ($2,000 Canadian Funds). Repayment of the note is due no later than January 20, 2024.

On January 31, 2022, a note to a shareholder that was originally due on January 31, 2022 with a principal amount of approximately $53,000 ($70,000 Canadian Funds) was reissued in the principal amount of approximately $66,000 ($84,000 Canadian Funds), which included the original principal amount plus interest accrued as at January 31, 2022 in the approximate amount of $11,000 ($14,000 Canadian Funds). Repayment of the note is due no later than January 31, 2024.
9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Forward-Looking Statements

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

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

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

COVID-19 continued to affect global economic conditions during the ~~three~~nine months ended ~~June 30,~~December 31, 2021. The Company expects this will continue in the Company’s ~~second~~fourth quarter. The situation surrounding COVID-19 remains fluid, and we are actively managing our response in collaboration with team members and business partners and assessing potential impacts to our financial position and operating results, as well as developments in our business.

~~Business of Issuer~~Discontinued Operations and New Developments

The business of Regenerex Pharma, Inc. (formerly Peptide Technologies, Inc.), (the “Company” ~~or “Peptide”~~), ishad been to develop and market skincare products. The Company ~~does~~was doing business as Eternelle Skincare Products. Peptides, and the use of collagen, are the latest innovation in skincare as science has proven that the use of both peptides and collagen can help manage wrinkles in skin and reverse the signs of aging. UsingThe Company, was, using proprietary ~~peptide/~~peptide / collagen blends, ~~the Company is~~and was developing a number of skincare products that ~~demonstrate~~demonstrated strong efficacy in providing youthful, healthy skin and significant anti-aging benefits to both women and men.
~~Our skincare products will address various skincare needs.~~ These ~~products include moisturizers~~objectives have not been realized, and ~~serums for~~ the ~~face and around the eyes.~~Company has abandoned its efforts in this area.

1. ~~Brightening Antioxidant Serum Pigment Correcting Formula~~ – Is a formula for uneven skin tone that addresses regulating the production of melanin. This potent hydroquinone-free formula prevents and corrects skin discoloration caused by UV damage and daily environmental stressors, post-inflammatory hyper-pigmentation and melasma. Uniquely created with a blend of potent skin lighteners and brighteners including Arbutin, Licorice, Azelaic Acid, and multiple forms of Vitamin C to inhibit and regulate melanin formation to normalize and correct pigment production while evening out skin tone and encouraging collagen synthesis.
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th of the following month, for a period of 60 months. The Company will receive all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
910
2. ~~Volumizing Antioxidant Serum Vitamin C+ Collagen Booster~~ -An intensive Vitamin C antioxidant hydra-serum created to resist and restore damage from aging, sun, stress and environmental exposure. It neutralizes free radicals in the skin and prevents the breakdown of collagen. It provides the highest clinically-tested percentage of stable Vitamin C, Ferulic Acid, Emblica, Vitamin E and Vitamin B5 to deliver the ultimate in skin hydration and volume while providing unmatched antioxidant support. This skin booster firms and smoothes while stimulating collagen production resulting in beautiful youthful skin.
Business of Issuer
The business of Regenerex Pharma, Inc., (the “Company” or “Regenerex Pharma,”), is to develop and market Woundcare Healing products. The Company has three technologies for different types of wound conditions;

3.• ~~Antioxidant Moisturizing Creme Daily Collagen Renewal~~ ~~– A lightweight fast absorbing moisturizer~~The first is for all skin types that targets visible signs of aging that has been formulated with synergistic ingredients to nourish, protect and deeply hydrate the skin while improving the appearance of skin tone, texture and elasticity. This paraben-free formula improves suppleness, enhances firmness and addresses loss of elasticity. It contains the essential antioxidants Emblica, Vitamin E and Ergothioneine to give daily protection from UV radiation while helping to repair free radical damage and collagen breakdown in the skin to deliver dramatic and immediate results.closing chronic wounds,
• the second is for accelerating closure of acute or surgical wounds, and
• the third solves the issue on contamination of all types of wounds including the destruction of biofilms.
The current product technology provides the Company a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.
Products:

4.1. ~~Peptide Eye Restore Serum Micro Circulation Booster~~Xcellderma OTC - Liquid Bandage Skin Protectant Xcellderma™ products are sterile wound dressings and are effective for treating diabetic foot ulcers, pressure ulcers, and other chronic wounds. During the last several years, a scientific and medical consensus has emerged that elevated protease levels impede wound healing. QBx™ the active ingredient down regulates the production of certain proteases and matrix metalloproteases, or MMPs, which are protein enzymes that are proven to impede the healing of a majority of chronic wounds. Approximately 80% of chronic wounds display elevated levels of proteases (including MMPs).
2. Accelerex Sterile Wound Cream - The first ~~step in~~commercially available medical device, Accelerex, is for the treatment of a ~~targeted light-weight eye~~wide variety of chronic and acute wounds. Accelerex is a custom-designed, FDA and CE approved unit-dose, sterile wound dressing impregnated with an ointment containing QBx. Chronic wounds are generally defined as wounds that have not healed after thirty days of consistent clinical treatment, and include diabetic ulcers, burns, pressure ulcers (bedsores), and venous stasis ulcers. The Company’s broadly-enabling technology was discovered from oak bark extract and referred to as QBx™.
3. Accelerex Impregnated Sterile Wound Dressing - For use as a wound dressing to manage pressure ulcers (stages I-IV), stasis ulcers, diabetic skin ulcers, skin irritations, cuts, and abrasions. FDA-cleared, prescription-only combination device that ~~hydrates~~blends the benefits of a wound dressing with two drug components. Provides 3 modes of action to help treat acute and ~~soothes the delicate eye area for diminishing the look of dark circles, puffiness, fatigue~~chronic wounds: Protective dressing, moisturizing ointment and ~~fine lines~~2 drug components: rubidium chloride and ~~contains proven multi-functioning peptides to effectively treat these symptoms.~~potassium chloride

QBx™ contributes to setting up a suitable environment to allow wounds to close.  Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.
5. ~~Peptide Eye Repair Complex Cellular Collagen Youth Serum~~ - The second step in a highly concentrated peptide-based eye complex that effectively combats the signs & symptoms of chronological aging while deeply hydrating and nourishing the delicate eye area. Our proprietary combination of peptides effectively works to repair cellular communication and boost the synthesis of Collagen I, III, & IV for a visible reduction in the appearance of fine lines and wrinkles around crow’s feet.

Our products have shown to be very effective in healing chronic wounds in multiple clinical evaluations, with 63% to 94% of wounds demonstrating closure. All of our products feature our proprietary QBx™ ingredients which contribute to setting up a suitable environment to allow wounds to close.
Wounds that do not heal remain open and are at risk for infection. The lack of healingultimately could lead to amputation, severe medical complications, and in some cases, death. Closing wounds is a paramount concern to health care professionals and patients alike.
Chronic wounds impose significant costs to the US economy. Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost. Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2017, there were more than 6.2 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.
11
The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise. In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect. The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.
Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.” These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance. Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer. The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds. Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.

The Company has ~~developed its~~purchased proprietary ~~skincare~~wound care formulations, and ~~we are~~the Company is using internationally recognized experts in the manufacturing of specialized, professional quality products that meet the demands of ~~day and resort spa, medical spa, and eco spa~~the USA markets.
~~The Company has identified a cosmetic and skincare manufacturer and has agreed upon product formulations, the design and sourcing of packaging, and product costs. The Company does not intend~~ We expect to enter into a long-term master supply agreement with the manufacturer. Rather, orders will be placed through individual purchase orders as needed. With profound knowledge and expertise in cosmetic chemistry and professional skincare, this manufacturer has established itself as a leader in cutting edge formulations and product innovation in the field of skincare.
~~This manufacturer offers custom product formulation and manufacturing, allowing~~launch our ~~Company to develop proprietary blends in order to privately brand our collection.~~
This supplier manufactures products in accordance with Good Manufacturing Procedures (GMP). It also follows the recommendations of the United States Food and Drug Administration and Health Canada and also adheres to the Quality Assurance Guidelines of the Cosmetic, Toiletry, and Fragrance Association. These guidelines enable us to guarantee the consistency and quality of our products from batch to batch. The manufacturer performs toxicity, microbiological, temperature, and stability tests on all formulations. They do not test on animals, and they select all botanicals for freshness, purity of source, quality, and potency. Every product will be researched and tested by the supplier’s manufacturing team before it is approved for sale.
~~We have built a state-of-the-art online store/website that integrates Amazon, Shopify, PayPal and Apple Pay platforms, with a direct marketing and~~ sales funnel aimed at targeted channels, using internet, social media, and content marketing. The Company’s marketing approach uses vetted channels that encompass several steps to gauge performance data from marketing tests against other campaigns in real-time with the ability to modify content delivery to targeted consumers immediately. The Company has engaged a team with proprietary algorithmic software to assist in making these marketing decisions. Management believes this will provide the Company a distinct advantage over other companies that outsource marketing and advertising efforts to third parties.
10
The skincare space is well-suited for direct-to-consumer sales, and there are several channels that the Company will leverage to introduce its unique branding and creative advertising assets. Creating brand visibility, along with the back-end support to process orders, is one ofinitiative during the Company’s key strengths over smaller competitors in the space. In addition, the Company is creating a brand that allows visibility and awareness to be molded organically, thereby increasing the brand’s value quickly.
~~This includes, but is not limited to, developing our catalog~~second quarter of products, developing proprietary skincare formulations, pricing our products, deciding which markets to target, deciding which influencers to engage in marketing campaigns, developing sales channels such as our e-commerce sites, determining which marketing initiatives to pursue, and selecting strategic partners and suppliers to advance our business plan.
We began recognizing revenue in December 2019. Our first order from our manufacturer was placed July 19, 2019 and was received at the distribution center during the last week of October 2019 (shelf life on this order is last week of September 2021). The second order from our manufacturer was placed August 2, 2019 and was received January 15, 2020 (shelf life of this order is last week of December 2021). Any items not sold within twenty-three months after being manufactured will be disposed.
As expiry dates draw nearer and no significant sales have been realized, the Company is negotiating to sell the existing inventory at cost to a wholesaler. Since as of March 31, 2021 we have been unable to negotiate sale of the existing inventory, we have reduced the inventory value to $0. New product will be purchased.2022.

Financial Results and Trends

Results of Operations for the ~~Three Months~~Nine months Ended ~~June 30,~~December 31, 2021 and 2020

At present, the Company has $0 and ~~$77~~$378 revenue during the ~~three~~nine months ended ~~June 30,~~December 31, 2021 and ~~June 30,~~ 2020, respectively. Net loss increased from ~~$9,817~~$69,272 for the ~~three~~nine months ended ~~June 30,~~December 31, 2020 to ~~$33,952~~$147,142 for the ~~three~~nine months ended ~~June 30,~~December 31, 2021 due to higher ~~marketing and~~stock-based compensation, accounting fees, ~~as well an increase in~~legal fees, sales and marketing costs and interest expense ~~and foreign currency adjustment.~~offset by lesser decrease in office supplies.

Liquidity and Capital Resources

The Company requires significant cash to launch its business and reduce its ~~payable.~~payables. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

Cash Flow

The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
Three Months Ended
June 30,
2021 2020
Net cash (used in) provided by:
Operating activities $ (22,493 ) $ (9,125 )
Investing activities $ — $ —
Financing activities $ 21,545 $ 6,981
11

Nine months Ended

December 31,

2021

2020

Net cash (used in) provided by:

Operating activities

$
(63,050
)

$
(37,552
)
Investing activities

$
(8,600
)

$
—

Financing activities

$
67,537

$
33,813

12
Operating Activities

Cash used in operating activities was ~~$22,493~~$63,050 and ~~$9,125~~$37,552 for the ~~three~~nine months ended ~~June 30,~~December 31, 2021 and 2020, respectively. The increase in cash used in operating activities was primarily due to an increase in net loss ~~as well as an increase in prepaid expenses~~ offset by a ~~decrease~~lesser increase in accounts ~~payable and an increase in foreign currency adjustments.~~payables.

Investing Activities

Cash used in investing activities was $8,600 and $0 for the ~~three~~nine months ended ~~June 30,~~December 31, 2021 and 2020. The increase in cash used in investing activities was due to an increase in Website Development.

Financing Activities

Cash provided by financing activities was ~~$21,545~~$67,537 and ~~$6,981~~$33,813 for the ~~three~~nine months ended ~~June 30,~~December 31, 2021 and 2020, respectively. The increase in cash provided by financing activities was primarily due to an increase in notes payables issued to ~~a shareholder.~~shareholders.

Off-Balance Sheet Arrangements

None.
1213
WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company maintained effective internal control over financial reporting as of ~~June 30,~~December 31, 2021, as such term is defined in Exchange Act Rule 13a-15(f).

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

As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were effective as of ~~June 30,~~December 31, 2021.

Management’s Report on Internal Control over Financial Reporting

Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
1314
In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended ~~June 30,~~December 31, 2021, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were effective as of ~~June 30,~~December 31, 2021.

Inherent Limitations on Internal Controls

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

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

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

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

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

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

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
1415
PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of ~~June 30,~~December 31, 2021, the Company is not involved in any material litigation.

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

During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, ~~Peptide~~Regenerex did not sell any unregistered equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

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

ITEM 6. EXHIBITS

Exhibits

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

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

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

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

10.1 Advance from Baxter Koehn to ~~Peptide Technologies,~~Regenerex Pharma, Inc. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

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

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

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

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
1516
SIGNATURES

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

Registrant
~~Peptide Technologies,~~Regenerex Pharma, Inc.
Date: ~~August 11, 2021~~February 2, 2022
By:
/s/ Bruce Sellars
Bruce Sellars
Chief Executive Officer


		For the Three Months Ended
		June 30,
		2021			2020

Sales	$	—		$	77

Cost of Sales		—			8

Gross Profit		—			69

Operating Expenses:
General and administrative		14,490			9,315
Sales and marketing		2,473			856
Total Operating Expenses		16,963			10,171

Operating Loss		(16,963	)		(10,102	)

Other Income (Expense):
Interest expense		(12,742	)		(9,324	)
Foreign currency gain (loss)		(4,247	)		9,609
Total Other Income (Expense)		(16,989	)		285

Net Loss	$	(33,952	)	$	(9,817	)

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


		Three Months Ended						Nine months Ended
		December 31,						December 31,
		2021			2020			2021			2020

Sales	$	—		$	181		$	—		$	378

Cost of Sales		—			364			—			406

Gross Loss		—			(183	)		—			(28	)

Operating Expenses
General and administrative		62,385			12,103			100,192			33,229
Sales and marketing		612			1,966			3,303			3,056
Total Operating Expenses		62,997			14,069			103,495			36,285

Operating Loss		(62,997	)		(14,252	)		(103,495	)		(36,313	)

Other Income (Expense)
Interest expense		(14,548	)		(11,203	)		(44,130	)		(31,335	)
Foreign currency gain (loss)		(1,889	)		(8,228	)		483			(1,624	)
Total Other Income (Expense)		(16,437	)		(19,431	)		(43,647	)		(32,959	)

Net Loss	$	(79,434	)	$	(33,683	)	$	(147,142	)	$	(69,272	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		203,743,095			127,112,660			152,749,024			127,112,660


	For the Three Months Ended
	June 30,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(33,952	)	$	(9,817	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation		497			1,829
Foreign currency adjustments		4,247			(9,609	)
Changes in operating assets and liabilities:
Inventories		—			8
Prepaid expenses		(2,064	)		—
Accounts payable and accrued liabilities		8,779			8,464
Net cash used in operating activities		(22,493	)		(9,125	)

Cash Flows from Financing Activities:
Proceeds from notes payable to shareholder		21,545			6,981
Net cash provided by financing activities		21,545			6,981

Decrease in cash and equivalents		(948	)		(2,144	)
Cash and cash equivalents, beginning of period		6,902			5,460
Cash and cash equivalents, end of period	$	5,954		$	3,316

Supplemental Cash Flow Information – Cash Paid For:
Income taxes	$	—		$	—
Interest	$	—		$	—

Non-Cash Investing and Financing Activities:
Accrued interest converted into note payable to shareholder	$	13,451		$	—


	For the Nine months Ended
	December 31,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(147,142	)	$	(69,272	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation		2,329			4,167
Foreign currency adjustments		(483	)		1,624
Stock-based compensation		45,000			—
Changes in operating assets and liabilities:
Inventories		—			406
Prepaid expenses		1,213			(1,645	)
Accounts payable and accrued liabilities		36,033			27,168
Net cash used in operating activities		(63,050	)		(37,552	)

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

Cash Flows from Financing Activities:
Related party advances		455			—
Proceeds from notes payable to shareholder		67,082			33,813
Net cash provided by financing activities		67,537			33,813

Decrease in cash and equivalents		(4,113	)		(3,739	)
Cash and cash equivalents, beginning of period		6,902			5,460
Cash and cash equivalents, end of period	$	2,789		$	1,721

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


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance at March 31, 2020	127,112,660	$	127,113	$	776,963	$	(1,385,350	)	$	(481,274	)
Net loss	—		—		—		(9,817	)		(9,817	)
Balance at June 30, 2020	127,112,660	$	127,113	$	776,963	$	(1,395,167	)	$	(491,091	)

Balance at March 31, 2021	127,112,660	$	127,113	$	776,963	$	(1,739,102	)	$	(835,026	)
Net loss	—		—		—		(33,952	)		(33,952	)
Balance at June 30, 2021	127,112,660	$	127,113	$	776,963	$	(1,773,054	)	$	(868,978	)

	Three Months Ended
	June 30,
	2021			2020
Net cash (used in) provided by:
Operating activities	$	(22,493	)	$	(9,125	)
Investing activities	$	—		$	—
Financing activities	$	21,545		$	6,981

	Nine months Ended
	December 31,
	2021			2020
Net cash (used in) provided by:
Operating activities	$	(63,050	)	$	(37,552	)
Investing activities	$	(8,600	)	$	—
Financing activities	$	67,537		$	33,813

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

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

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

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

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

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

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

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

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

10.1		Advance from Baxter Koehn to ~~Peptide Technologies,~~Regenerex Pharma, Inc. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

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

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

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

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

Registrant	~~Peptide Technologies,~~Regenerex Pharma, Inc.

Date: ~~August 11, 2021~~February 2, 2022	By:	/s/ Bruce Sellars
	Bruce Sellars
	Chief Executive Officer