Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Jan. 25, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Regen BioPharma Inc | |
Entity Central Index Key | 1,589,150 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 124,287,272 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheet (Unaudited)
Balance Sheet (Unaudited) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
CURRENT ASSETS | ||
Cash | $ 168,517 | $ 38,620 |
Note Receivable | 12,051 | 12,051 |
Prepaid Expenses | 1,000 | 10,000 |
Accrued Interest Receivable | 1,681 | $ 1,381 |
Due from Former Employees | 15,000 | |
Total Current Assets | 198,249 | $ 62,052 |
OTHER ASSETS | ||
Available for Sale Securities | 120,000 | 158,400 |
Total Other Assets | 120,000 | 158,400 |
TOTAL ASSETS | 318,249 | 220,452 |
Current Liabilities: | ||
Bank Overdraft | 0 | 0 |
Accounts payable | 27,646 | 25,854 |
Notes Payable | 168,080 | 222,751 |
Accrued payroll taxes | 5,771 | 1,940 |
Accrued Interest | 26,095 | 21,093 |
Accrued Rent | 10,000 | 10,000 |
Accrued Payroll | 52,663 | $ 36,001 |
Due to Shareholder | 50,000 | |
Total Current Liabilities | 340,225 | $ 317,639 |
Total Liabilities | 340,225 | 317,639 |
STOCKHOLDERS EQUITY (DEFICIT) | ||
Common Stock ($.0001 par value) 500,000,000 shares authorized; 114,753,938 issued and outstanding as of September 30, 2015 and 124,287,272 shares issued and outstanding December 31, 2015 | 12,427 | 11,474 |
Series A Preferred 90,000,000 Authorized and 300,000,000 authorized, 60,981,697 and 80,248,364 outstanding as of September 30, 2105 and December 31, 2015 respectively | 8,025 | 6,098 |
Series AA Preferred $0.0001 par value 600,000 authorized and 30, 000 outstanding as of September 30, 2015 and December 31, 2015 | 3 | 3 |
Additional Paid in capital | 13,632,102 | 11,663,905 |
Contributed Capital | 728,658 | 728,658 |
Retained Earnings (Deficit) accumulated during the development stage | (14,331,191) | (12,473,725) |
Accumulated other comprehensive income | (72,000) | (33,600) |
Total Stockholders' Equity (Deficit) | (21,976) | (97,187) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 318,249 | $ 220,452 |
Balance Sheet (Unaudited) (Pare
Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 124,287,272 | 124,287,272 |
Common stock, shares outstanding | 114,753,938 | 124,287,272 |
Preferred stock, par value | $ 0.0001 | $ .0001 |
Preferred stock, shares authorized | 800,000,000 | 100,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, shares authorized | 300,000,000 | 90,000,000 |
Preferred stock, shares issued | 80,248,364 | 60,981,697 |
Preferred stock, shares outstanding | 80,248,364 | 60,981,697 |
Series AA Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 600,000 | 600,000 |
Preferred stock, shares issued | 30,000 | 30,000 |
Preferred stock, shares outstanding | 30,000 | 30,000 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUES | $ 0 | $ 0 |
COST AND EXPENSES | ||
Research and Development | 105,323 | 2,237 |
General and Administrative | 488,596 | 139,453 |
Consulting and Professional Fees | 80,533 | 59,848 |
Rent | 15,000 | 11,871 |
Total Costs and Expenses | 689,452 | 213,409 |
OPERATING LOSS | (689,452) | (213,409) |
OTHER INCOME & (EXPENSES) | ||
Interest Income | $ 300 | $ 260 |
Refunds of amounts previously paid | ||
Interest Expense | $ (5,001) | $ (6,042) |
Loss on issuance of common shares for less than fair value | (1,163,313) | |
TOTAL OTHER INCOME (EXPENSE) | (1,168,014) | $ (5,782) |
NET INCOME (LOSS) | $ (1,857,466) | $ (219,191) |
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | $ (0.0157) | $ (0.0042) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 118,216,582 | 52,000,576 |
Statement of Comprehensive Inco
Statement of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Comprehensive Income | ||
Net Income (Loss) | $ (1,857,466) | $ (219,191) |
Add: | ||
Unrealized Gains on Securities | 0 | 0 |
Less: | ||
Unrealized Losses on Securities | (38,400) | 0 |
Total Other Comprehensive Income (Loss) | (38,400) | 0 |
Comprehensive Income | $ (1,895,866) | $ (219,191) |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) | $ (1,857,466) | $ (219,191) |
Adjustments to reconcile net Income to net cash | ||
Common Stock issued to Consultants | 0 | $ 22,440 |
Preferred Stock issued to Consultants | 40 | |
Increase (Decrease) in Accounts Payable | 1,792 | $ 196 |
(Increase) Decrease in Interest Receivable | (300) | (260) |
Increase (Decrease) in Bank Overdraft | 0 | (6,137) |
Increase (Decrease) in Accrued Expenses | 25,495 | 5,849 |
(Increase) Decrease in Prepaid Expenses | 9,000 | 0 |
(Increase) Decrease in Due from Former Employee | (15,000) | 0 |
Net Cash Provided by (Used in) Operating Activities | (1,836,439) | (197,103) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common Stock issued for Cash | 321,667 | 0 |
Preferred Stock issued for Cash | $ 238,334 | 0 |
Increase in Contributed Capital | 65,000 | |
Increase (Decrease) in Notes Payable | $ (54,701) | $ 185,725 |
Increase in Convertible Notes Payable | ||
Increase in issuance of stock below fair value | $ 1,163,313 | $ 0 |
Increase in Additional Paid in Capital | 247,723 | 0 |
Increase in Due to Shareholder | 50,000 | 0 |
Net Cash Provided by (Used in) Financing Activities | 1,966,336 | 250,725 |
Net Increase (Decrease) in Cash | 129,897 | 53,622 |
Cash at Beginning of Period | 38,620 | 0 |
Cash at End of Period | $ 168,517 | $ 53,622 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was organized April 24, 2012 under the laws of the State of Nevada. The Company is a controlled subsidiary of Bio-Matrix Scientific Group, Inc, (BMSN) a Delaware corporation. The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials A. BASIS OF ACCOUNTING The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. C. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. D. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized. E. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. F. INCOME TAXES The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2015 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. G. BASIC EARNINGS (LOSS) PER SHARE The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception. Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. H. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the three months ended December 31, 2015 and $0 for the three months ended December 31, 2014. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard. The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows. In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements. In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial StatementsLiquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure. On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements. On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following: The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors. Any additional amounts the reporting entity expects to pay on behalf of its co-obligors. While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Companys operating results or financial position. On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Companys operating results or financial position. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys management has not determined whether implementation of such standards would be material to its financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 14,331,191 during the period from April 24, 2012 (inception) through December 31, 2015. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. During the quarter ended December 31, 2015 the Company raised $560,000 through the issuance of equity securities for cash. |
Notes Payable
Notes Payable | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE December 31, 2015 David Koos ( Notes7) 50 Bio Technology Partners Business Trust 49,000 Bostonia Partners 119,000 Notes payable $ 168,050 $50 lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum. $49,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. $60,000 lent to the Company by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10% per annum $59,000 lent to the Company by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10% per annum. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 5. NOTES RECEIVABLE December 31, 2015 Entest Biomedical, Inc. (Note 7) $ 12,051 Notes Receivable $ 12,051 $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6. INCOME TAXES As of December 31, 2015 Deferred tax assets: Net operating tax carry forwards $ 4,872,605 Other -0- Gross deferred tax assets 4,872,605 Valuation allowance (4,872,605 ) Net deferred tax assets $ -0- As of December 31, 2015 the Company has a Deferred Tax Asset of $4,872,605 completely attributable to net operating loss carry forwards of approximately $14,331,191 (which expire 20 years from the date the loss was incurred). Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0. Income tax is calculated at the 34% Federal Corporate Rate. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS As of June 30, 2015 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (BMSN) , a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090. The Company also utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Companys parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month. As of December 31, 2015 Entest Biomedical Inc. is indebted to the Company in the amount of $12,051. $12,051 lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. As of September 30, 2015 the Company was indebted to BMSN in the amount of $19,701. $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. was due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. During the quarter ended December 31, 2015 the Company repaid $19,701 of principal indebtedness due and payable to BMSN. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as Chairman and Chief Executive Officer of BMSN. Primarily resulting from BMSNs ownership of 30,000 shares of the Companys Series AA Preferred Stock, BMSN possesses the majority of the shareholder voting power . As of December 31, 2015 the Company is indebted to David R. Koos in the amount of $50. $50 lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. On June 23, 2015 the Company entered into an agreement (Agreement) with Zander Therapeutics, Inc. ( Zander) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company ( License IP) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc. Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary. The abovementioned payments may be made, at Zanders discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance. Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter. Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement). Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000). The Agreement may be terminated by The Company: If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zanders first commercial sale of a Licensed Product. The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP. The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated. The Agreement may be terminated by either party in the event of a material breach by the other party. On September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of The Company. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Companys parent and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as December 31, 2015: Common stock, $ 0.0001 par value; 500,000,000 shares authorized: 124,287,272 shares issued and outstanding. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1). On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 30,000 shares issued and outstanding as of December 31, 2015 and 300,000,000 is designated Series A Preferred Stock of which 80,248,364 shares are outstanding as of December 31, 2015. The abovementioned shares authorized pursuant to the Companys certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired. Series AA Preferred Stock On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (Certificate of Designations) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Series AA Preferred Stock (hereinafter referred to as Series AA Preferred Stock). The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Series A Preferred Stock On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock"). The Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders. Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the Board) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the Additional Dividends) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a Liquidation), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the Liquidation Amount) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board. |
Stock Transactions
Stock Transactions | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Stock Transactions | NOTE 10. STOCK TRANSACTIONS Common Stock On October 28, 2015 the Company issued 3,333,334 of its Common Shares for cash consideration of $166,667. On November 20, 2015 the Company issued 2,200,000 of its Common Shares for cash consideration of $55,000. On December 29, 2015 the Company issued 4,000,000 of its Common Shares for cash consideration of $100,000. Series A Preferred Stock On October 28, 2015 the Company issued 1,666,667 shares of its Series A Preferred stock for cash consideration of $83,333. On October 28, 2015 the Company issued 11,000,000 shares of its Series A Preferred stock to Dr. Harry Lander, the Companys President and Chief Scientific Officer, pursuant to the terms and conditions of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015. On November 20, 2015 the Company issued 2,200,000 shares of its Series A Preferred stock for cash consideration of $55,000. On November 20, 2015 the Company issued 400,000 shares of its Series A Preferred stock as consideration for nonemployee services. On December 29, 2015 the Company issued 4,000,000 shares of its Series A Preferred stock for cash consideration of $100,000. |
Organization and Summary of S17
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
BASIS OF ACCOUNTING | A. BASIS OF ACCOUNTING The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. |
USE OF ESTIMATES | B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
CASH EQUIVALENTS | C. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
PROPERTY AND EQUIPMENT | D. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | E. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
INCOME TAXES | F. INCOME TAXES The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company applied the provisions of ASC 740-10-50, Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Companys liability for income taxes. Any such adjustment could be material to the Companys results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2015 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established. Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19. |
BASIC EARNINGS (LOSS) PER SHARE | G. BASIC EARNINGS (LOSS) PER SHARE The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception. Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. |
ADVERTISING | H. ADVERTISING Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the three months ended December 31, 2015 and $0 for the three months ended December 31, 2014. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | December 31, 2015 David Koos ( Notes7) 50 Bio Technology Partners Business Trust 49,000 Bostonia Partners 119,000 Notes payable $ 168,050 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Notes Receivable | December 31, 2015 Entest Biomedical, Inc. (Note 7) $ 12,051 Notes Receivable $ 12,051 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | As of December 31, 2015 Deferred tax assets: Net operating tax carry forwards $ 4,872,605 Other -0- Gross deferred tax assets 4,872,605 Valuation allowance (4,872,605 ) Net deferred tax assets $ -0- |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Advertising expenses | $ 0 | $ 0 |
Valuation allowance | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 44 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss since inception | $ (1,857,466) | $ (219,191) | $ (14,331,191) |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable - Notes Payable (Details) | Dec. 31, 2015USD ($) |
David Koos | |
Notes Payable | $ 50 |
Bio Technology Partners Business Trust | |
Notes Payable | 49,000 |
Bostonia Partners | |
Notes Payable | $ 119,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 3 Months Ended |
Dec. 31, 2015USD ($) | |
David Koos | |
Note payable | $ 50 |
Interest rate per annum | 10.00% |
Bio Technology Partners Business Trust | |
Note payable | $ 49,000 |
Interest rate per annum | 10.00% |
Bostonia Partners | |
Note payable | $ 60,000 |
Interest rate per annum | 10.00% |
Maturity Date | Sep. 16, 2016 |
Bostonia Partners 2 | |
Note payable | $ 59,000 |
Interest rate per annum | 10.00% |
Maturity Date | Sep. 22, 2016 |
Notes Receivable - Notes Receiv
Notes Receivable - Notes Receivable (Details) | Dec. 31, 2015USD ($) |
Notes Receivable | $ 12,051 |
Entest Biomedical, Inc | |
Notes Receivable | $ 12,051 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Notes Receivable | $ 12,051 |
Entest Biomedical, Inc | |
Notes Receivable | $ 12,051 |
Interest rate per annum | 10.00% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) | Dec. 31, 2015USD ($) |
Deferred tax assets: | |
Net operating tax carry forwards | $ 4,872,605 |
Other | 0 |
Gross deferred tax assets | 4,872,605 |
Valuation allowance | (4,872,605) |
Net deferred tax assets | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Asset | $ 4,872,605 |
Net operating loss carry forwards | $ 14,331,191 |
Federal corporate rate | 34.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 38 Months Ended |
Dec. 31, 2015 | Jun. 30, 2015 | |
Capital contributions from related party | $ 728,658 | |
Common shares issued to BMSN | 50,010,000 | |
Value of shares issued to BMSN | $ 20,090 | |
Monthly rent payable to Entest | $ 5,000 | |
Notes Receivable | 12,051 | |
License fee | $ 100,000 | |
Royalties receivable, percentage | 4.00% | |
Royalties, receivable | $ 10,000 | |
Common shares issued in satisfaction of license fee | 8,000,000 | |
Entest Biomedical, Inc | ||
Notes Receivable | $ 12,051 | |
Interest rate per annum | 10.00% | |
Bio Matrix Scientific Group, Inc | ||
Interest rate per annum | 10.00% | |
Notes Payable | $ 19,701 | |
David Koos | ||
Interest rate per annum | 10.00% | |
Notes Payable | $ 50 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly rent payable to Entest | $ 5,000 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - $ / shares | 3 Months Ended | ||||
Dec. 31, 2015 | Dec. 29, 2015 | Nov. 20, 2015 | Oct. 28, 2015 | Sep. 30, 2015 | |
Common stock, Par value | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized | 500,000,000 | 500,000,000 | |||
Common stock issued and outstanding | 124,287,272 | 124,287,272 | |||
Preferred stock, par value | $ 0.0001 | $ .0001 | |||
Preferred stock, authorized | 800,000,000 | 100,000,000 | |||
Series AA Preferred Stock | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, authorized | 600,000 | 600,000 | |||
Preferred stock, shares issued and outstanding | 30,000 | 30,000 | |||
Preferred stock, shares outstanding | 30,000 | 30,000 | |||
Preferred shares voting | With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). | ||||
Series A Preferred Stock | |||||
Preferred stock, par value | $ .0001 | $ 0.0001 | |||
Preferred stock, authorized | 300,000,000 | 90,000,000 | |||
Preferred stock, shares issued and outstanding | 80,248,364 | 4,000,000 | 2,200,000 | 1,666,667 | 60,981,697 |
Preferred stock, shares outstanding | 80,248,364 | 60,981,697 | |||
Preferred stock, non-cumulative cash dividends | $ .01 |
Stock Transactions (Details Nar
Stock Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||
Dec. 31, 2015 | Dec. 29, 2015 | Nov. 20, 2015 | Oct. 28, 2015 | Sep. 30, 2015 | |
Common Shares issued | 124,287,272 | 124,287,272 | |||
Cash consideration | $ 12,427 | $ 11,474 | |||
Common Stock | |||||
Common Shares issued | 4,000,000 | 2,200,000 | 3,333,334 | ||
Cash consideration | $ 100,000 | $ 55,000 | $ 166,667 | ||
Series A Preferred Stock | |||||
Preferred stock issued | 80,248,364 | 4,000,000 | 2,200,000 | 1,666,667 | 60,981,697 |
Preferred stock value | $ 100,000 | $ 55,000 | $ 83,333 | ||
Stock issued for nonemployee services | 400,000 | ||||
Series A Preferred Stock | Dr. Harry Lander | |||||
Preferred stock issued | 11,000,000 |