Regenerex Pharma 10K 2023 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from N/A to N/A

Commission File Number : 000-53230

REGENEREX PHARMA, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0479983
State of Incorporation		IRS Employer Identification No.

5348 Vegas Drive #177

Las Vegas, Nevada 89108

(Address of principal executive offices)

877-761-7479

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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

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

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-Accelerated filer	[ ]	Small 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes [ ] No [X]

There is no aggregate market value of voting stock held by non-affiliates of the registrant as of the close of business on March 31, 2024, the last business day of the registrant’s most recently completed fiscal year, as the registrant’s shares of common stock are not quoted on a national exchange.

Number of shares outstanding of the registrant’s common stock as of June 24, 2024: 278,225,910.

REGENEREX PHARMA, INC

(FORMERLY PEPTIDE TECHNOLOGIES, INC.)

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEARS ENDED MARCH 31, 2024 AND 2023

TABLE OF CONTENTS

ITEM 1.	BUSINESS	6

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	13

ITEM 1C.	CYBERSECURITY	13

ITEM 2.	PROPERTIES	13

ITEM 3.	LEGAL PROCEEDINGS	14

ITEM 4.	MINING SAFETY DISCLOSURES	14

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15

ITEM 6.	SELECTED FINANCIAL DATA	15

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	19

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	36

ITEM 9A.	CONTROLS AND PROCEDURES	36

ITEM 9B.	OTHER INFORMATION	37

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	37

ITEM 11.	EXECUTIVE COMPENSATION	38

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	39

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	39

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	40

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	41

	SIGNATURES	42

	CERTIFICATIONS

	Exhibit 31 – Management certifications

	Exhibit 32 – Sarbanes-Oxley Act

Special Note Regarding Forward-Looking Statements

Some of our statements under “Business,” “Properties,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Notes to Financial Statements and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). In some cases, forward-looking statements are identified by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update any of the forward-looking statements after the date of this report.

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:

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our ability to add new customers.

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

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

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our marketing capabilities and strategy.

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our ability to maintain a cost-effective program.

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

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our competitive position, and developments and projections relating to our competitors and our industry.

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

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the impact of laws and regulations.

All of our forward-looking statements are as of the date of this Annual Report on Form 10-K. 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K, 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 Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained in this Annual Report on Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.

PART I

ITEM 1. BUSINESS.

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:

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The first is for closing chronic wounds,

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

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

The current product technology provides the Company with a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.

Products:

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

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

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

Regenerex System has been shown in many clinical trials to successfully close up to 95% of non-responding chronic wounds within 90 days. The wounds clinically tested had already been subject to current protocols of treatment and failed to heal. Competitive clinical trials indicated there isn’t another System that has the ability to close chronic wounds at these levels and speed. Not only does the System close chronic wounds relatively quickly but it does so at a very reasonable cost.

QBx™ contributes to setting up a suitable environment to allow wounds to close. Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.

Our QBx™ technology is the most efficacious, and clinically proven Chronic wound Care product in the world. Chronic wounds are those that fail to progress through a normal, orderly, and timely sequence of repair. They are not only characterized by delayed healing for weeks, months, or even years, but also by a resistance to treatment with conventional dressings and therapies. They impart a particularly devastating financial and quality-of-life burden on individuals suffering from the wounds and are frustrating for the caregivers and clinicians who attempt to manage, but fail to heal, these wounds.

Non-healing chronic wounds are thought to be a consequence of factors that affect both the production of new tissue and the elevated destruction of existing tissue. Biochemically, these wounds appear to be stuck in a catabolic, inflammatory phase that is hostile to local growth factors and the activity of fibroblasts and keratinocytes. Increases in matrix metalloproteinases (MMPs) MMP-2 and MMP-9 are of significance in non-healing chronic wounds.

MMPs are a group of zinc-containing proteolytic enzymes that play an important role in the remodeling of the extracellular matrix of wounds. An overproduction of MMPs may result in degradation of the extracellular matrix and inactivation of vital growth factors. A precisely orchestrated balance of MMP production and their natural inhibitors (TIMPs) is needed.

Additionally, it is theorized that wounds stuck in the inflammatory phase persistently overproduce free radicals or reactive oxygen species (ROS). At low concentration and early in the inflammatory phase of wound healing, ROS such as hydrogen peroxide (H2O2), have a positive effect on healing through stimulation of fibroblast proliferation. However, persistent overproduction of ROS is thought to be detrimental to healing. A new treatment strategy has emerged focused upon manipulating the expression of genes which control the endogenous production of MMPs and TIMPs within the local wound environment. Contrary to modalities designed to sequester MMPs and/or act as a competitive substrate for protease activity, this technology strategy relies on delivery of metal ions into the wound to help regulate gene expression for the production of MMPs and TIMPs, thus bringing them into balance. These metal ions are delivered via a polyethylene glycol based, QBx™ ointment, which also contains citric acid to help normalize wound pH and reduce ROS activity. The QBx™ ointment is delivered via a tube or an acetylated regenerated cellulose carrier which allows for the passage of wound drainage and is non-fiber shedding. The entire composition is marketed as our primary wound dressing called Accelerex™.

Approximately 80% of chronic wounds display elevated levels of MMPs. Traditionally, however, these wounds have been managed with simple gauze and gauze-like dressings to cover and protect the wound. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment. This void in the treatment regimen offers a unique market advantage. QBx™ contributes to creating a suitable environment to allow wounds to close. These formularies are based on Proteases Down Regulating Technology and provide the System for a comprehensive suite of wound care products focused on the treatment of chronic wounds.

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 2021, there were more than 8.3 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.

The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise. In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect. The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.

Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.” These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance. Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer. The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds. Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.

The Company has purchased proprietary wound care formulations, and has entered into an agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and equipment in Tennessee. We expect to launch our sales initiative during the Company’s second quarter of our fiscal year ending March 31, 2025.

Currently, management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products. The Company has engaged into an agreement as of June 11, 2023, in the amount of $45,000, with First Forte Consultancy in the UAE to assist in meetings and road shows, introducing potential clients for distribution of the companies wound care product. $22,500 was paid June 15, 2023, and the balance of $22,500 is to be paid after the road shows and meetings are completed, in the Company’s fourth quarter of the fiscal year ending March 31, 2025.

Employees

The Company does not currently have any employees other than the Directors and Officers who are responsible for strategic planning, sales and development, as well as some operational duties.

Facilities and Properties

The Company does not own its own facilities and is presently renting an identity office at 5348 Vegas Drive #177, Las Vegas, Nevada 89108.

Manufacturing and Materials

The Company does not own a manufacturing facility. It has active lease arrangements for production equipment and production facilities that expires June 30, 2028.

Marketing and Distribution

Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products. We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models.

Competition

Trademarks, Patents and Copyright

We have been granted trademark rights and patent rights for the company Wound Care Platform. These trademarks and Patent have been approved by the United States Patent and Trademark Office.

The Company secured the domain name regenerexpharmainc.com when building the website. The Company has now also secured the domain name regenerexpharma.com

Government Regulation

Our products are subject to regulation by the Food and Drug Administration and the Federal Trade Commission in the United States, as well as by various other federal, state, local and international regulatory authorities and the regulatory authorities in the countries in which our products are sold. Such regulations principally relate to the ingredients, manufacturing, labeling, packaging, marketing, advertising, shipment, disposal and safety of our products.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q 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 1A. RISK FACTORS.

The Company will face competition from existing consumer product companies.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years, following an IPO, or sale of the Company’s securities under a registration statement. However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

The Company has a lack of revenue history and has had a limited history of operations.

The Company was formed on November 18, 2005, for the purpose of engaging in any lawful business and had adopted a plan to engage in the sale of artwork over the internet. The Company had minimal revenues. On July 29, 2010, the Company changed its name from Online Originals, Inc. to CREENERGY Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Alberta, Canada. The Company was unable to identify any prospects or enter into any leases or agreements.

On August 23, 2011, the Company entered into an Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platform. The Peptide Technology Platform included the technology platforms for developing a variety of drug candidates and biological solutions for existing problems in humans, animals, and the environment. Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc.

Effective January 10, 2017, the Company changed its name to Eternelle Skincare Products Inc. to better convey the Company’s new business focus of developing and marketing skincare products.

Effective February 28, 2018, the Company changed its name back to Peptide Technologies, Inc. to better convey the broader potential of the Company.

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. On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) interest-free due August 17, 2024. The note payable is due within twelve (12) months of the date of the agreement. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance.

The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

Management has decided to focus on this new business development. Effective November 29, 2021, the Company changed its name to Regenerex Pharma, Inc., to better convey the Company’s new business focus.

As of March 31, 2024, the Company is not profitable. The Company must be regarded as a start-up venture with all the unforeseen costs, expenses, problems, risks, and difficulties to which such ventures are subject.

The Company can give no assurance of success or profitability to the Company’s investors.

There is no assurance that the Company will ever operate profitably. There is no assurance that the Company will generate substantial revenues or profits, or that the market price of the Company’s common stock will increase thereby.

The Company will need additional financing for which it has no commitments, and this may jeopardize the execution of the Company’s business plan.

The Company has limited funds, and such funds may not be adequate to carry out its business plan. The Company’s ultimate success depends upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.

The Company will incur expenses in connection with its Securities and Exchange Commission (SEC) filing requirements and may not be able to meet such costs, which could jeopardize its filing status with the SEC.

As a public reporting company, the Company is required to meet the filing requirements of the SEC. The Company may see an increase in its legal, accounting, auditing and fees and expenses as a result of such requirements. Our costs will increase significantly as the Company expands operations. Our filings are subject to comment from the SEC on its filings and/or it is required to file supplemental filings for transactions and activities. If the Company is not compliant in meeting the filing requirements of the SEC, it could lose its status as a 1934 Act Company, which could compromise its ability to raise funds.

The Company is not diversified, and it is dependent on only one business.

Because of the Company’s limited financial resources, it is unlikely that it will be able to diversify its operations. The Company’s probable inability to diversify its activities into more than one area will subject it to economic fluctuations within the industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.

The Company may in the future issue more shares, which could cause a loss of control by its present management and current stockholders.

The Company may issue additional shares as consideration for cash, assets, or services out of its authorized, but unissued, common stock that would, upon issuance, represent a majority of the voting power and equity of the Company. The result of such an issuance would be that those new stockholders would control the Company, and unknown persons could replace the Company’s management. Such an occurrence would result in a greatly reduced percentage of ownership of the Company by its current shareholders, which could present significant risks to investors.

The Company will depend upon its management, but it will have limited participation of management.

The Company currently has three individuals who are serving as its officers and directors. The Company will be heavily dependent upon their skills, talents, and abilities, as well as several consultants, to implement the Company’s business plan. The Company may, from time to time, find that the inability of its officers, directors, and consultants to devote their full-time attention to the Company’s business results in a delay in progress toward implementing its business plan.

The Company does not know of any reason, other than outside business interests, that would prevent them from devoting their attention full-time to the Company when the business may demand such full-time participation.

The departure of key personnel could compromise the Company’s ability to execute its strategic plan and may result in additional severance costs.

The Company’s success largely depends on the skills, experience, and efforts of its key personnel. The loss of these persons, or the Company’s failure to retain other key personnel, would jeopardize its ability to execute its strategic plan and materially harm its business.

The Company will need to recruit and retain additional qualified personnel to successfully grow its business.

The Company’s future success will depend in part on its ability to attract and retain qualified operations, marketing, sales, and engineering personnel. Inability to attract and retain such personnel could adversely affect business growth. The Company expects to face competition in the recruitment of qualified personnel and cannot provide any assurance that it will attract or retain such personnel.

The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company’s securities.

The Company is a “penny stock” company. None of its securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (excluding a primary residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules would apply to the Company and its securities. The rules will further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. The Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company’s securities.

The Company’s officers and directors collectively own a substantial portion of its outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.

The Company’s officers and directors are collectively the beneficial owners of approximately 71.926% of the outstanding shares of the Company’s common stock. As long as the Company’s officers and directors collectively own a significant percentage of its common stock, other shareholders may generally be unable to affect or change the management or the direction of the Company without the support of its officers and directors. As a result, some investors may be unwilling to purchase the Company’s common stock. If the demand for the Company’s common stock is reduced because its officers and directors have significant influence over the Company, the price of the Company’s common stock could be materially depressed. The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to the certificate of incorporation and approval of significant corporate transactions.

The Company may seek to raise additional funds or develop strategic relationships by issuing capital stock.

The Company expects to finance its operations and developing strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce or dilute the percentage ownership of existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of existing stock. Moreover, any issuances of equity securities may be at or below the prevailing market price of the Company’s stock and in any event may have a dilutive impact on investors’ ownership interest, which could cause the market price of stock to decline.

The Company may also raise additional funds through the incurrence of debt, and the holders of any debt the Company may issue would have rights superior to investors’ rights in the event the Company is not successful and is forced to seek the protection of the bankruptcy laws.

The Company will pay no foreseeable dividends in the future.

The Company has not paid dividends on its common stock and does not anticipate paying such dividends in the foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

The Company’s cyber risk management strategy has consisted of a focus on minimizing our attach surface and leveraging industry standard cyber threat prevention, detection, and remediation tools. The Company assesses cyber security risk as follows:

•

We have executed on this strategy with a cloud-first approach, awareness training, and deliberate use of well-established vendors for software and hardware solutions.

•

The Company’s IT manager is engaging an independent service with its expertise specifically in cybersecurity and risk mitigation to review our IT as a risk service consultant.

To date, no cybersecurity threats have materially affected our business strategy, operations, or financial condition.

ITEM 2. PROPERTIES.

The Company does not own its own facilities and is presently renting an identity office in Las Vegas, Nevada and a plant facility in Memphis Tennessee.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

There is no established public trading market for Regenerex Pharma, Inc.’s common stock, par value $0.001 per share. There were no trades of Regenerex Pharma, Inc.’s common stock during the years ended March 31, 2024 and 2023.

Holders of Record

As of March 31, 2024, the Company had 275 holders of record of its common stock.

Dividend Policy

The Company has never declared or paid dividends on its common stock. The Company intends to retain earnings, if any, to support the development of its business and therefore does not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after considering various factors, including current financial condition, operating results, and current and anticipated cash needs.

Issuer Purchases of Equity Securities

The Company did not repurchase any shares of its common stock during the years ended March 31, 2024 and 2023.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has authorized securities for issuance under equity compensation on a quarterly basis as disclosed in Note 9.

ITEM 6. SELECTED FINANCIAL DATA.

This Item is not required for smaller reporting companies, and the Company has elected to omit this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Plan of Operation

The Company’s business is to develop and market Woundcare Healing products.

New Developments

The Company has three technologies for different types of wound conditions:

•

The first is for closing chronic wounds,

•

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

•

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

Currently, there are no products available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Management believes that this will provide the Company with a distinct advantage over other companies providing services in this sector.

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

Results of Operations for the Years Ended March 31, 2024 and 2023

At present, the Company has no revenue. Net loss increased to $3,543,827 for the year ended March 31, 2024 from $137,330 for the year ended March 31, 2023 primarily due to an increase in payroll expenses, and research and development,

Liquidity and Capital Resources

The Company’s primary sources of liquidity and capital resources have been notes payable of $123,844 and proceeds from the sale of common stock and warrants of $393,250 during the year ended March 31, 2024, and note payables of $78,357 during the year ended March 31, 2023. The Company requires significant cash to launch its business and reduce its liabilities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations. 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 operation. Our independent registered public accounting firm included an explanatory paragraph in their report regarding substantial doubt about the Company’s ability to continue as a going concern.

Cash Flow

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

	Year Ended
	March 31,
	2024			2023
Net cash (used in) provided by:
Operating activities	$	(457,548	)	$	(76,164	)
Investing activities	$	(6,299	)	$	(1,398	)
Financing activities	$	463,084		$	76,057

Operating Activities

Cash used in operating activities was $457,548 and $76,164 for the years ended March 31, 2024 and 2023, respectively. The increase in cash used in operating activities was primarily due to an increase in net loss, offset by a lesser decrease in foreign currency adjustments.

Investing Activities

Cash used in investing activities was $6,299 and $1,398 for the years ended March 31, 2024 and 2023. The increase in cash used was a result of purchases of furniture.

Financing Activities

Cash provided by financing activities was $463,084 and $76,057 for the years ended March 31, 2024 and 2023, respectively. The increase in cash provided by financing activities was primarily due to an increase in proceeds from sale of common stock and cash received from notes payable.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s accounting policies are disclosed in Note 3 to the accompanying financial statements.

Estimates are used in the valuation of warrants and shares issued for stock-based compensation as disclosed in Notes 3 and 9. Determining the grant date fair value of the shares of common stock as well as warrants using the Black-Scholes option-pricing model requires managements to make assumptions and judgements. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company’s market risk arises primarily from exposure to fluctuations in interest rates and exchange rates. The Company presently only transacts business in Canadian and U.S. Dollars. Management believes that the exchange rate risk surrounding future transactions of the Company will not materially or adversely affect the Company’s future earnings. Management does not believe that the Company is subject to any seasonal trends. The Company does not use derivative financial instruments to manage risks or for speculative or trading purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REGENEREX PHARMA, INC.

TABLE OF CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID 3501)	20

Financial Statements:
Balance Sheets at March 31, 2024 and 2023	21
Statements of Operations for the years ended March 31, 2024 and 2023	22
Statements of Cash Flows for the years ended March 31, 2024 and 2023	23
Statements of Stockholders’ Deficit for the years ended March 31, 2024 and 2023	24
Notes to Financial Statements	25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Regenerex Pharma, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Regenerex Pharma, Inc. (the “Company”) as of March 31, 2024 and 2023, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred continuing losses from operations, negative cash flows from operations, and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ dbbmckennon

We have served as the Company’s auditor since 2017.

Newport Beach, California

June 24, 2024

REGENEREX PHARMA, INC.

BALANCE SHEETS

	March 31, 2024			March 31, 2023
ASSETS
Current Assets
Cash and equivalents	$	372		$	1,135
Prepaid expenses		2,540			—
Total Current Assets		2,912			1,135

Website, net of accumulated amortization of $29,272 and $26,397, respectively		1,328			4,203
Furniture and computer equipment, net of accumulated depreciation of $1,600 and $197, respectively		6,097			1,201
Right of use asset		756,343			—
Total Assets	$	766,680		$	6,539

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	116,760		$	75,145
Related party advances		3,690			131,887
Accrued compensation		511,847			221,192
Other accrued liabilities		97,251			125,787
Current portion of notes payable to shareholder		475,050			222,771
Current portion of notes payable to related parties		110,500			—
Current portion of notes payable		2,400,000			—
Current portion of leases liabilities		128,264			—
Total Current Liabilities		3,843,362			776,782

Notes payable to shareholder, net of current portion		119,114			314,704
Notes payable to related parties, net of current portion		—			38,000
Notes payable, net of current portion		184,232			—
Lease liabilities, net of current portion		681,798			—
Total Liabilities		4,828,506			1,129,486

Commitments and Contingencies (Note 11)		-			-

Stockholders’ Deficit
Common stock: $0.001 par value; 675,000,000 shares authorized; 278,225,910 and 277,112,660 issued and outstanding as of March 31, 2024 and 2023, respectively		278,226			277,113
Additional paid-in capital		1,275,798			671,963
Accumulated deficit		(5,615,850	)		(2,072,023	)
Total Stockholders’ Deficit		(4,061,826	)		(1,122,947	)
Total Liabilities and Stockholders’ Deficit	$	766,680		$	6,539

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

REGENEREX PHARMA, INC.

STATEMENTS OF OPERATIONS


		For the Years Ended
		March 31,
		2024			2023
Operating Expenses:
General and administrative	$	1,065,825		$	96,171
Research and development		2,400,000			—
Total Operating Expenses		3,465,825			96,171

Operating Loss		(3,465,825	)		(96,171	)

Other Income (Expense):
Interest expense		(80,638	)		(66,788	)
Foreign currency gain		2,636			25,629
Total Other Income (Expense)		(78,002	)		(41,159	)

Net Loss	$	(3,543,827	)	$	(137,330	)

Basic and Diluted Loss per Common Share	$	(0.01	)	$	0.00
Weighted Average Number of Common Shares Outstanding		277,653,029			277,112,660

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

REGENEREX PHARMA, INC.

STATEMENTS OF CASH FLOWS


	For the Years Ended
	March 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(3,543,827	)	$	(137,330	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization		4,278			3,420
Foreign currency adjustments		(2,636	)		(25,629	)
Stock-based compensation		211,698			—
Research and development		2,400,000			—
Amortization of ROU assets, net of liabilities		53,719			—
Changes in operating assets and liabilities:
Prepaid expenses		(2,540	)		5,256
Accounts payable		159,641			43,999
Accrued compensation		290,655			—
Other accrued liabilities		(28,536	)		34,120
Net cash used in operating activities		(457,548	)		(76,164	)

Cash Flows from Investing Activities:
Purchase of furniture and computer equipment		(6,299	)		(1,398	)
Net cash used in investing activities		(6,299	)		(1,398	)

Cash Flows from Financing Activities:
Related party advances, net		3,490			200
Proceeds from notes payable to shareholder		3,844			37,857
Proceeds from notes payable to related parties		120,000			40,500
Payments of notes payable to shareholders		(10,000	)		—
Payments of notes payable to related parties		(47,500	)		(2,500	)
Proceeds from sale of common stock and warrants		393,250			—
Net cash provided by financing activities		463,084			76,057

Decrease in cash and equivalents		(763	)		(1,505	)
Cash and cash equivalents, beginning of year		1,135			2,640
Cash and cash equivalents, end of year	$	372		$	1,135

Supplemental Cash Flow Information – Cash Paid For:
Income taxes	$	—		$	—
Interest	$	—		$	—
Non-Cash Investing and Financing Activities:
Accrued interest converted into notes payable to shareholder	$	66,469		$	30,294
Accrued interest converted into note payable	$	52,545		$	—
Operating lease, ROU asset and liabilities	$	953,355		$	—
Note payable issued for research and development	$	2,400,000		$	—

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

REGENEREX PHARMA, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance at March 31, 2022	277,112,660	$	277,113	$	671,963	$	(1,934,693	)	$	(985,617	)

Net loss	—		—		—		(137,330	)		(137,330	)
Balance at March 31, 2023	277,112,660		277,113		671,963		(2,072,023	)		(1,122,947	)
Balance at March 31, 2023	277,112,660		277,113		671,963		(2,072,023	)		(1,122,947	)

Shares and warrants sold for cash	393,250		393		392,857		—			393,250
Stock-based compensation	720,000		720		210,978		—			211,698
Net loss	—		—		—		(3,543,827	)		(3,543,827	)
Balance at March 31, 2024	278,225,910	$	278,226	$	1,275,798	$	(5,615,850	)	$	(4,061,826	)

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

REGENEREX PHARMA, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

Regenerex Pharma, Inc., formerly Peptide Technologies, Inc. (the “Company” or “Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.

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. On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for an interest-free two million four hundred thousand dollars ($2,400,000) note payable that is due August 17, 2024. The note payable is due within twelve (12) months of the date of the agreement. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance.

Risks and Uncertainties

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

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

NOTE 2 – 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 continuing negative cash flows from operations through March 31, 2024. The Company has current liabilities in excess of current assets of $3,840,450. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail 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 3 – SIGNIFICANT ACCOUNTING POLICIES

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified 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.

Basis of Presentation and Use of Estimates

These financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could ultimately differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Earnings per Share

Earnings per share is reported in accordance with FASB 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 those options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.

During the year ended March 31, 2024, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. As at March 31, 2024 and 2023, the Company had common shares warrants outstanding of 2,608,250 and 0.

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 years ended March 31, 2024 and 2023 was $2,875 and $3,223, respectively.

Furniture and Computer Equipment

Furniture and computer equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years. Depreciation expense for the years ended March 31, 2024 and 2023 was $1,403 and $197, respectively. Significant betterments are capitalized while purchases under $500 are expensed as incurred.

Right of Use Assets and Lease Liabilities

The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of March 31, 2024.

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

Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived asset may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended March 31, 2024 and 2023.

Revenue Recognition

The 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 the companies satisfies a performance obligation.

We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition.

Share-Based Payments

The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.

Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the number of share-based awards that will be forfeited prior to vesting.

The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.

Research and Development

We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.

Income Taxes

Certain income and expense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, applying enacted statutory income tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

•

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.

•

Level 3 - Unobservable inputs which are supported by little or no market activity.

The Company’s financial instruments include accounts payable and accrued compensation. The carrying value of these instruments approximate their fair value because of their short-term nature.

Foreign Currency Translation and Transactions

The financial statements are presented in U.S. dollars. Foreign-denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in the results of operations.

Recent Accounting Pronouncements

The Financial Accounting Standards Board Issues 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. The following are recent accounting pronouncements which may impact the Company:

In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-09”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating this ASU to determine its impact on the Company’s income tax disclosures.

In November 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-07”) amending existing segment disclosure guidance, primarily requiring quarterly disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”), requiring disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU should be applied on a retroactive basis, to all prior periods presented in the financial statements. The Company is currently evaluating this ASU to determine the impact on the Company’s Segment disclosures.

In October 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-06”) amending the disclosure or presentation requirements for a variety of Topics. Many of the amendments align the requirements in the Codification with the SEC’s regulations. The ASU is effective on the date on which the SEC removes the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company is currently evaluating this ASU on the Company’s disclosures.

In March 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-01”) amending guidance for lessees that are party to a lease between entities under common control. The ASU is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted. It must be applied on a prospective basis. The Company is currently evaluating this ASU to determine its impact on the Company’s lease and related party disclosures.

As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Management 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 4 – ACCRUED LIABILITIES

Accrued compensation consists of the following:

Schedule of Accrued Liabilities

	March 31, 2024		March 31, 2023
Salaries and benefits payable	$	482,000	$	212,000
Payroll taxes payable		29,847		9,192
Total accrued compensation	$	511,847	$	221,192

Other accrued liabilities consist of the following:

Schedule of Other Accrued Liabilities

	March 31, 2024		March 31, 2023
Accrued other	$	12,375	$	4,800
Accrued administration expenses		—		9,744
Accrued asset purchase agreement liability		15,488		—
Accrued interest		69,388		111,243
Total accrued liabilities	$	97,251	$	125,787

NOTE 5 – RELATED PARTY TRANSACTIONS

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

On June 10, 2023, the Company has entered into an agreement with Woundcare Labs, LLC, a party related to the CFO and CEO of the Company, to lease a plant and to lease equipment in Tennessee (see note 8).

Related Party Advances

The Company’s former Chief Financial Officer (“CFO”) had advanced the Company monies for operating expenses; no amounts were advanced during the periods presented. The advances were due on demand, but no later than June 30, 2023. The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019. During the year ended March 31, 2024, this note was transferred to a relative of the former CFO and was renewed upon maturity in the principal amount of $131,687 plus interest accrued as at June 30, 2023 in the amount of $52,545. Principal and accrued interest is due no later than June 30, 2025. Interest expense was $17,167 and $13,171 during the years ended March 31, 2024 and 2023, respectively, which is included in other accrued liabilities. This transaction is no longer considered related party in nature, and thus is included in notes payable in the accompanying balance sheet.

The Company’s Chief Financial Officer and the Company’s Chief Executive Office advanced $3,490 and $200 to the Company during the years ended March 31, 2024 and 2023, respectively, to pay for operating expenses. The related party advances total $3,690 and $131,887 as of March 31, 2024, and March 31, 2023, respectively. Related party advances are unsecured, non-interest bearing and due on demand.

Related Party Notes Payable

During the years ended March 31, 2024 and 2023, the Company’s CFO and the Company’s CEO advanced the Company monies for operating expenses in the amount of $120,000 and $40,500, respectively. These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due six months after the date of issue and range from May 24 to September 4, 2024.

Repayment during the years ended March 31, 2024 and 2023 was $47,500 and $2,500, respectively.

As of March 31, 2024 and 2023 related party notes payable totaled $110,500 and $38,000, respectively. Interest expenses were $4,934 and $1,725 during the years ended March 31, 2024 and 2023, respectively, which is included in other accrued liabilities.

NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY

On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable. The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development. The note payable is due within twelve (12) months of the date of the agreement and is included in current liabilities. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance.

The Technology Platforms include but are not limited to:

Proteomic research platforms which include proprietary blends.

Combination design Techniques

Patent Pending Proprietary Blends

Patent Pending Formulas

Trademarks and all pending Trademarks

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

All Clinical trials, (Right to use)

CE mark (International)

Regenerex Library formula incorporated in the Wound Healing Technology.

Wound Healing Technology QBX

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

Products:

Xcellderma over the counter product.

Accelerex, combination product as a drug device.

Accelerex in a tube.

NOTE 7 – NOTES PAYABLE TO SHAREHOLDER

During the year ended March 31, 2019, a shareholder of the Company was issued a promissory note in the principal amount of $70,000. The note was reissued on February 19, 2023 in the principal amount of $100,800, which included the original principal plus accrued interest.

During the year ended March 31, 2020, a shareholder was issued eight (8) additional promissory notes totaling $214,091. The notes were reissued during the year ended March 31, 2024 in the principal amount of $386,495, which included the original principal plus accrued interest.

During the year ended March 31, 2021, a shareholder was issued an additional 23 promissory notes totaling $66,660. The notes were reissued during the year ended March 31, 2023 in the principal amount of $77,283 which included the original principal plus accrued interest.

During the year ended March 31, 2022, a shareholder was issued an additional nine (9) promissory notes totaling $73,251. The notes were reissued during the year ended March 31, 2024 in the principal amount of $82,078 which included the original principal plus accrued interest.

During the year ended March 31, 2023, a shareholder was issued an additional four (4) notes totaling $37,840.

During the year ended March 31, 2024, a shareholder was issued an additional one (1) promissory note in the principal amount of $2,826.

These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due from six to 24 months after the date of issue.

Future annual minimum principal only payments for shareholders notes are as follow:

Future Minimum Principal Payments On The Notes Payable

March 31		2025		2026
Principal	$	475,050		119,114

Aggregate interest expenses were $58,504 and $51,892 during the years ended March 31, 2024 and 2023, which is included in other accrued liabilities at March 31, 2024 and 2023, respectively.

NOTE 8 – OPERATING LEASES

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

During the years ended March 31, 2024 and 2023, the lease cost was $18,150 and $0, respectively and is included in general and administrative expenses in the accompanying financial statements.

On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920. To commence with production, the plant needs to prepare for FDA inspection which will include inspection of the facility, equipment, and the Company’s procedures. We expect to launch production during the Company’s second quarter of our fiscal year ending March 31, 2025, and will notify the FDA to come into the plant for the inspection at that time. The Company is able to start production while the plant waits for the FDA Inspection. Until the certification is complete, and the Company is in production, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027.

Maturities of lease liabilities for the operating leases as of March 31, 2023, are as follows:

Schedule Of Future Minimum Operating Lease Payments

Period ending March 31		Office lease			Plant Facility Lease			Equipment lease			Total

2025	$	19,800		$	172,800		$	10,000		$	202,600
2026		19,800			216,000			10,000			245,800
2027		19,800			216,000			10,000			245,800
2028		19,800			216,000			10,000			245,800
2029		1,650			54,000			—			55,650

Total lease liability	$	80,850		$	874,800		$	40,000		$	995,650
Less imputed interest	$	(14,143	)	$	(165,538	)	$	(5,907	)	$	(185,588	)
Total lease liability	$	66,707		$	709,262		$	34,093		$	810,062

As of March 31, 2024, the weighted average remaining lease term was 4.2 years. Lease liabilities are amortized using the effective interest method using a discount rate of 10%. Depreciation of ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. The Company recognizes a right-of-use asset and a lease liability for these operating leases in its Balance Sheet. The office lease and plant facility lease also includes obligations for the Company to pay for other services, including utilities and maintenance. The Company accounts for these services separately.

During the years ended March 31, 2024, and 2023 the operating lease cost for the plant was $161,462 and $0, for the equipment $7,377 and $0, and the office $18,150 and $0, respectively and is included in general and administrative expenses in the accompanying financial statements.

NOTE 9 – STOCKHOLDERS’ DEFICIT

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

On August 25, 2022, Irene Getty resigned as Chief Financial Officer of the Company. Irene Getty was a significant shareholder owning more than 10% of the shares outstanding at the time.

During the years ended March 31, 2024 and 2023, the Company issued 720,000 and 0 shares, respectively, to board members and consultants for services rendered. Total stock-based compensation expense was $129,600 and $0 during the years ended March 31, 2024 and 2023, respectively, in connection with these issuances based on the fair value of the stock on the respective grant dates.

During the years ended March 31, 2024 and 2023, the Company issued 842,000 and 0 warrants to board members and consultants for services rendered with a total grant date fair value of $85,132 and $0, respectively. Total stock-based compensation expense of $82,098 and $0, respectively, was recorded in connection with these awards during the years ended March 31, 2024 and 2023. The remaining stock-based compensation of approximately $3,035 will be recognized over the next three months. The warrants contain an exercise price of $0.33 per share, vesting terms ranging from immediately to June 30, 2024, and expire on dates ranging from July 1, 2029 to April 1, 2030.

The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate ranging from 4.65% to 5.48%, a dividend yield of 0%, and a volatility of 80.0%. The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.

As of the date of this valuation, the Company’s stock was not trading. The volatility was calculated based on the historical volatility of comparable public companies. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.

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

The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.18 per share based upon an allocation of the recent cash price paid for common stock and warrants during the year ended March 31, 2024.

During the year ended March 31, 2024, the Company issued 343,250 shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of $343,250. Five warrants were issued for each share purchased, for a total of 1,716,250 warrants. The warrants are exercisable at twenty ($0.20) cents and expire from April 2025 through September 2025.

During the year ended March 31, 2024, the Company issued 50,000 shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of $50,000. One warrant was issued for each share purchased for a total of 50,000 warrants. The warrants are exercisable at one dollar ($1.00) and expire January 19, 2026.

As of March 31, 2024, 2,608,250 warrants had been issued of which 2,578,214 are vested. None of the warrants have been exercised.

NOTE 10 – INCOME TAXES

Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. Reconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the years ended March 31, 2024 and 2023:

Reconciliation Of The Income Tax Provision

	2024			2023
Federal tax benefit at statutory rate		21.0	%		21.0	%
Permanent differences		(1.3)	%		0.00	%
Temporary differences
Accounts payable and accrued liabilities		(0.1)	%		7.1	%
Other		(15.5)	%		(6.8)	%
Change in valuation allowance		(4.1)	%		(21.3)	%
Total provision		0.0	%		0.0	%

The composition of the Company’s deferred tax assets as of March 31, 2024 and 2023 is as follows:

Deferred Income Tax Assets And Liabilities


	Asset (Liability)
	2024			2023

Other	$	581,500		$	14,300
Net operating loss carryforwards		464,100			345,800
Valuation allowance		(1,045,500	)		(360,100	)
Net deferred tax asset	$	—		$	—

The valuation allowance increased by $685,400 and $29,200 during the years ended March 31, 2024 and 2023 respectively.

The Company had a net operating loss carryforward balance of approximately $2,200,000 as of March 31, 2024. The Company’s net operating losses have expiration dates ranging from 2024 to 2039. Net operating loss carryforwards generated in 2018 and later have indefinite carryforward periods. The future utilization of the net operating losses may potentially be impacted by IRS Section 382 limitations as a result of the significant change in ownership resulting from the November 15, 2021 Asset Purchase Agreement discussed in Note 6.

The Company’s recognized and unrecognized deferred tax assets related to unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carryforwards as their utilization is not considered “more likely than not” at this time.

The Company has recently filed its US federal income tax returns. The Company’s Federal tax filings are subject to audit since 2016. The Company does not have an ongoing IRS examination.

NOTE 11 – 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. $43,500 and $0 have been paid under this agreement in the years ended March 31, 2024 and 2023, respectively.

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to March 31, 2024, four (4) promissory notes with a shareholder were reissued in the principal amount of $94,672 which included the original principal of $89,235 plus interest of $5,437.

Subsequent to March 31, 2024, four (4) promissory notes with a shareholder were reissued in the principal amount of approximately $37,000 ($49,680 Canadian Funds) which included the original principal of approximately $34,000 ($45,600 Canadian Funds) plus interest of approximately $3,000 ($4,080 Canadian Funds).

These notes bear interest at ten (10) percent per annum with principal and interest due from six months after the date of issue ranging from October 11, 2024 to December 5, 2024.

Subsequent to March 31, 2024, three (3) promissory notes to related parties were reissued in the principal amount of $100,366 which included the original principal of $95,500 plus interest of $4,866. These notes bear interest at ten (10) percent per annum with the principal and interest due from six months after the date of issue ranging from November 27, 2024 to December 11, 2024.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

This report includes the certifications of our Chief Executive Officer and our Chief Financial 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 did not maintain effective internal control over financial reporting as of March 31, 2024, 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 and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024.

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.

Internal controls for Regenerex Pharma, Inc. were presented and accepted by the Board as of January 22, 2020. Updated internal controls were presented and accepted by the Board as of February 27, 2024. In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were not effective and that material weaknesses existed in the following area as of March 31, 2024.

We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding complex and non-routine transactions. Management recognized that during the preparation of our Financial Statements, the Company recorded material post close adjustments. This situation led to delays in the process and evidenced the need to improve the existent control environment including the experience and knowledge of the team. Management will continue to seek guidance from third-party experts and consultants to gain a thorough understanding of these transactions.

Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implement additional enhancements or improvements, as necessary.

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.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Name	Age	Office Held
Gregory Pilant	67	Director, Chief Executive Officer
Deborah Pilant	71	Director, Secretary Treasurer, Chief Financial Officer
Dr. Lee Ori	50	Director, Chief R & D Officer

Mr. Gregory P. Pilant, Director, Chairman of the Board, Chief Executive Officer

Greg Pilant is the founder, CEO, and Chairman of several private companies. Mr. Pilant is a lifelong entrepreneur and founder and Chairman of Greystone Pharmaceuticals, Inc. Prior to Greystone he was CEO of Medical and Pharma Companies including Stanley Pharmaceuticals, National Labs, and MedStat. Mr. Pilant has set-up manufacturing facilities in United States, China, Europe and the Middle East, and has had over 30 years of experience in every aspect of Woundcare from FDA and CE compliance reimbursement, manufacturing and distribution. Mr. Pilant was one the of first fifteen voted into University of Memphis “Business Hall of Fame”.

Ms. Deborah Pilant, Director, Chief Financial Officer, Secretary/Treasurer

Deborah Pilant has her Master’s Degree in Education, and Eds Instructional Leadership. She is Founder and CEO of a regional construction company. Ms. Pilant experience includes ten years as Vice-President of sales and marketing with a national book manufacturer as well as twenty years in education and supervision with the Tennessee Board of Education

Dr. Lee Ori, Director, Chief R & D Officer

Dr. Lee Ori graduated from Auburn University Harrison School of Pharmacy (AUHSOP) magna cum laude with his doctorate in pharmacy. He worked for Eli Lilly and Company as a clinical liaison to physicians. Lee presently holds pharmacist license(s) in ten states and has held numerous executive positions based on his extensive compounding background. These include serving as Director or Pharmaceutical Operations for Optimal Health Labs, LLC, and Chief Medical Officer for Ready Scrip, LLC.

ITEM 11. EXECUTIVE COMPENSATION.

Effective July 1, 2023 the Company began to accrue a base salary to the Chief Executive Officer of $360,000 per annum. Accrued compensation to the Chief Executive Officer is $270,000 and $0 respectively, for the years ended March 31, 2024 and 2023.

Compensation of Directors

June 24, 2023, the Board has agreed that each director be granted 30,000 shares of the Company for prior service and an additional 10,000 shares each quarter thereafter. The grant date fair value of each share is $0.18 as computed in accordance with FASB ACS718.

In addition, effective July 1, 2023, each director is granted 10,000 warrants each quarter. Each warrant is exercisable at $0.33 per share and expire July 1, 2029. The grant date fair value of each warrant is computed in accordance with FASB ASC718 as follows:

Award Date	Date Fair Value	Options Awarded	Options Outstanding
June 29, 2023	Each option $0.10	30,000	30,000
September 25, 2023	Each option $0.10	30,000	30,000
December 20, 2023	Each option $0.10	30,000	30,000
March 19, 2024	Each option $0.10	30,000	30,000

Total March 31, 2024		120,000	120,000

Pension and Retirement Plans

Currently, the Company does not offer any annuity, pension, or retirement benefits to any of its officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with the company, or from a change in the control of the Company.

Employment Agreements

The Company does not have written employment agreements with any of its key employees.

Audit Committee

Presently, the Board of Directors is performing the duties that would normally be performed by an audit committee. The Board of Directors intends to form a separate audit committee and is seeking potential independent directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information, as of March 31, 2024, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s common stock. As of March 31, 2024, there were 278,225,910 shares of common stock outstanding.

The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

The table also shows the number of shares beneficially owned as of March 31, 2024, by each of the individual directors and executive officers and by all directors and executive officers as a group.

Name of Beneficial Owner	Position	Amount and Nature of Beneficial Owner	Percent of Common Stock
Gregory Pilant	Director, Chief Executive Officer	200,000,000	71.224%
Deborah Pilant	Director, Chief Financial Officer, Secretary Treasurer	200,000,000	71.224%
Gregory Pilant	Director	80,000	0.028%
Deborah Pilant	Director	80,000	0.028%
Dr. Lee Ori	Director, Chief R & D Officer	80,000	0.028%
Total Officers and Directors		200,240,000	71.309%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate fees billed by dbbmckennon for the audit and reviews of the Company’s financial statements were $58,000 and $36,500 for the fiscal years ended March 31, 2024 and 2023, respectively.

Audit-Related Fees. The aggregate fees billed by dbbmckennon for assurance and related services, that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 2024 and 2023 and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.

Tax Fees. The aggregate fees billed by dbbmckennon for professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended March 31, 2024 and 2023 were $0.

All Other Fees. The aggregate fees billed by dbbmckennon for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31, 2024 and 2023 were $0.

As of the date of this Annual Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

PART IV

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

See Item 13 “Financial Statements and Supplementary Data.” The following is a complete list of exhibits filed as part of this Form 10. Exhibit numbers correspond to Item 601 of Regulation S-K.

Exhibit No.		Exhibit Description
3.0		Articles of Incorporation ⁽¹⁾
3.1		Amended Articles of Incorporation ⁽¹⁾
3.2		Amended Articles of Incorporation ⁽¹⁾
3.3		Corporate Bylaws ⁽¹⁾
10.1		Advance from Shareholder of Regenerex Pharma, Inc. ⁽¹⁾
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

Notes:

(1)

Filed as an exhibit to our Registration Statement on Form 10 filed with the SEC on July 28, 2017.

SIGNATURES

In accordance with 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, there unto duly authorized.

REGENEREX PHARMA, INC.

Date:

June 24, 2024

By:

Name:

Title:

/s/ Gregory Pilant

Gregory Pilant

Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in their capacities and on the dates indicated.

REGENEREX PHARMA, INC.

Date:

June 24, 2024

By:

Name:

Title:

/s/ Deborah Pilant

Deborah Pilant

Chief Financial Officer

Date:

June 24, 2024

By:

Name:

Title:

/s/ Gregory Pilant

Gregory Pilant

Director, Chief Executive Officer

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Regenerex Pharma (RGPX) 10-K2023 FY Annual report

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