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 December 31,2021 we had cash of $353,492.The decrease in cash of approximately 51.39% 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 offset by 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 December 31, 2021 we had Accounts Receivable, Related Party of $ 240,617. The increase of approximately 12.9% 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.

As of September 30, 2021 we had Prepaid Expenses of $48,144 and as of December 31, 2021 we had prepaid expenses of $41,288. The decrease in Prepaid Expenses of approximately 14.24% is attributable to the recognition of expenses incurred over the quarter 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 December 31 , 2021 we had Investment Securities ( Not Related Party) of $74,115 and as of September 30,2021 we had Investment Securities (Not Related Party) of $198,006. As of December 31, 2021 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 December 31, 2021 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 62.5% as compared to September 30, 2021.

As of December 31, 2021 we had Accounts Payable of $32,288 and as of September 30, 2021 we had Accounts Payable of $91,498. The decrease in Accounts Payable of approximately 64.91% 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 December 31, 2021 we had Accrued Interest Payable of $661,934 and as of September 30, 2021 we had Accrued Interest Payable of $954,861.

The decrease in Accrued Interest Payable of approximately 30.68% is attributable to 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 offset by additional interest accrued but unpaid during the quarter ended December 31, 2021 on Notes Payable and Convertible Notes Payable.





39

As of December 31, 2021 we had a Derivative Liability of $3.927,538 and as of September 30, 2021 we had a Derivative Liability of $6,892,477. The decrease in Derivative Liability of approximately 43% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $962,500 outstanding as of December 31, 2021.

As of December 31, 2021 we had Convertible Notes Payable of $1,272,310 as opposed to Convertible Notes Payable of $2,152,811 as of September 30, 2021. The decrease of 40.7% is attributable to :

(a) the conversion of $785,964 of principal convertible indebtedness into the

equity securities of the Company

(b) the satisfaction of $94,537 of principal convertible indebtedness in cash.

. Material Changes in Results of Operations

Revenues from continuing operations were $59,065 for the quarter ended December 31,2021 and $27,425 for the same period ended 2020. The increase of approximately 115% is attributable to $31,640 of revenue recognized during the quarter ended December 31, 2021 pursuant to a license granted to Oncology Pharma,Inc. Operating Loss was $106,423 for the quarter ended December 31,2021 whereas Operating Loss was $18,480 for the same quarter ended 2020; an increase primarily attributable to revenue recognized during the quarter ended June 30,2021 pursuant to a license granted to Oncology Pharma Inc. as well as materially lower operating expenses recognized during the quarter ended December 31,2020 as compared to December 31,2021.

Net Income was $ 2,644,980 for the quarter ended December 30, 2021 versus Net Income of $1,666,367 recognized during the same period ended 2020. This was primarily attributable to greater Derivative income recognized during the quarter ended December 31, 2021 as compared to the same quarter ended 2020.

As of December 31, 2021 we had $353,492 in cash on hand and current liabilities of $10.491,210 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 December 31, 2021 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

© Edgar Online, source Glimpses