CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to" We", "Us", "Company" or the "Company" refer to Regen BioPharma, Inc.

As of September 30, 2021 we had Cash of $727,162 and as of June 30,2022 we had cash of $110,993.The decrease in cash of approximately 85% is primarily attributable to the payment of $218,529 in satisfaction $94,537 of convertible indebtedness and $28,973 of accrued interest on convertible indebtedness as well as funds expended in operation of the Company's business.

As of September 30, 2021 we had Accounts Receivable, Related Party of $213,192 and as of June 30, 2022 we had Accounts Receivable, Related Party of $ 295,466. The increase of approximately 39% is attributable to the accrual during the quarter ended December 31, 2021 of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. , the accrual during the quarter ended March 31,2022 of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. and the accrual during the quarter ended June 30,2022 of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc.

As of September 30, 2021 we had Prepaid Expenses of $48,144 and as of June 30, 2022 we had prepaid expenses of $27,801. The decrease in Prepaid Expenses of approximately 42.25% is attributable to the recognition of expenses incurred over the six months resulting from an agreement to provide Research and Development services which was prepaid during the quarter ended September 30, 2021. The term of the agreement is from July 1, 2021 to July 1, 2023. The total consideration due of $55,000 was paid to the contractor as of July 1, 2021 and is being expensed over the term of the agreement.

As of June 30, 2022 we had Investment Securities (Not Related Party) of $26,828 and as of September 30, 2021 we had Investment Securities (Not Related Party) of $198,006. As of June 30, 2022 18,300 common shares of Oncology Pharma, Inc. constitute the sole investment securities other than shares of Zander Therapeutics, Inc. held by the Company. On June 30, 2022 the Company revalued 18,300 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market resulting in the recognition of a decrease in fair value of 86.45% as compared to September 30, 2021.

As of June 30, 2022 we had Investment Securities (Related Party) of $222,580 and as of September 30, 2021 we had Investment Securities ( Related Party) of $19, 969. On June 30, 2022 the Company revalued its owned shares of Zander Therapeutics, Inc.resulting in the recognition of an increase in fair value of 1014.65% as compared to September 30, 2021.

As of June 30, 2022 we had Accounts Payable of $28,799 and as of September 30, 2021 we had Accounts Payable of $91,498. The decrease in Accounts Payable of approximately 69% is primarily attributable to the derecognition of $62,700 of payables for which recovery is barred by the statute of limitations imposed under California Code of Civil Procedure §337.

As of June 30, 2022 we had Accrued Interest Payable of $691,985 and as of September 30, 2021 we had Accrued Interest Payable of $954,861. The decrease in Accrued Interest Payable of approximately 27.53% is primarily attributable to (a) the conversion during the quarter ended December 31, 2021 of $298,964 of interest accrued but unpaid on Convertible Notes issued by the Company and the satisfaction of $28,973 of interest accrued but unpaid in cash, (b) the conversion during the quarter ended March 31, 2022 of $39,708 of interest accrued but unpaid on Convertible Notes issued by the Company ,

(c) the conversion of during the quarter ended June 30, 2022 of $3,201 of interest accrued but unpaid on Convertible Notes issued by the Company

offset by additional interest accrued but unpaid during the nine months ended June 30, 2022 on Notes Payable and Convertible Notes Payable.



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As of September 30, 2021 we had Notes Payable of $1,429,179 and as of June 30, 2022 we had Notes Payable of $227. The decrease in Notes Payable of 99.9% is attributable to the reclassification of a Note in the principal amount of $1,500,000 (net of unamortized Original Issue Discount ) as a Convertible Note Payable. Such reclassification occurred as a result of the Company's failure to make a required payment such failure triggering the conversion feature.

As of September 30, 2021 we had total Convertible Notes Payable of $2,152,811 and as of June 30, 2022 we had total Convertible Notes Payable of $1,581,090. The decrease in total Convertible Notes Payable of 26.557 % is attributable to the following:

The satisfaction of $785,964 of principal convertible indebtedness through the issuance of equity securities during the quarter ended December 31, 2021

The settlement of $94,537 of principal convertible indebtedness through cash payments during the quarter ended December 31, 2021

The reclassification during the quarter ended March 31, 2022 of $1,724, 960 (net of unamortized discount and including a $300,000 penalty incurred due to the failure by the Company to make a required payment to the lender) of principal indebtedness as convertible debt.

The conversion during the quarter ended March 31, 2022 of $48,420 of principal convertible indebtedness.

The conversion during the quarter ended June 30, 2022 of $1,438,378 of principal convertible indebtedness.

As of June 30, 2022 we had a Derivative Liability of $3,654,003 and as of September 30, 2021 we had a Derivative Liability of $6,892,477. The decrease in Derivative Liability of approximately 47% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $1,275,701 outstanding as of June 30, 2022.

Material Changes in Results of Operations

Revenues from continuing operations were $58,717 for the quarter ended June 30, 2022 and $56,631 for the same period ended 2021.Operating Loss was $58,910 for the quarter ended June 30, 2022 as opposed to an Operating Loss of $42,491 recognized during the same quarter ended 2021. The increase in Operating Loss of 39% is primarily attributable to increased Research and Development, Consulting and Rental expenses recognized during the quarter ended June 30, 2022 as compared to the same period ended 2021.

The Company recognized Net Income of $66,958,167 during the quarter ended June 30, 2022 whereas a Net Loss of $7,489,114 was recognized during the same period ended 2021. This is primarily attributable to Derivative Income being recognized during the quarter ended 2022 as opposed to Derivative Losses recognized during the same period ended 2021.

Revenues from continuing operations were $176,151 for the nine months ended June 30, 2022 and $111,480 for the same period ended 2021.Operating Loss was $241,827 for the nine months ended June 30, 2022 as opposed to an Operating Loss of $73,945 recognized during the same quarter ended 2021. The increase in Operating Loss of 227% is primarily attributable to increased Research and Development, Consulting and Rental expenses recognized during the nine months ended June 30, 2022 as compared to the same period ended 2021.

The Company recognized Net Income of $2,521,557 during the nine months ended June 30, 2022 whereas a Net Loss of $5,380,566 was recognized during the same period ended 2021. This is primarily attributable to Derivative Income being recognized during the nine months ended 2022 as opposed to Derivative Losses recognized during the same period ended 2021.



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As of June 30, 2022 we had $110,993 in cash on hand and current liabilities of $9,039,377 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable , Derivative Liability Recognized, bank overdraft Unearned Income and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

As of June 30, 2022 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

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