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 December 31, 2022 we had Cash of $40,741 and as of September 30, 2022 we had cash of $51,204. The decrease in cash of approximately 20% is primarily attributable to cash expended in the operation of the Company's business offset by .receipt by the Company of $150,000 in accrued license fees ( related party) due.

As of December 31, 2022 we had Accounts Receivable, Related Party of $131,698 and as of September 30, 2022 we had Accounts Receivable, Related Party of $ 295,466. The decrease of approximately 48% is primarily attributable to receipt by the Company of $150,000 in accrued license fees ( related party) due offset by accrual of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. during the quarter ended December 31, 2022.

As of December 31, 2022 we had Prepaid Expenses of $14,089 and as of September 30, 2022 we had prepaid expenses of $20,945. The decrease in Prepaid Expenses of approximately 33% is attributable to the recognition of expenses incurred over the three months ended December 31, 2022 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 September 30, 2022 we had Prepaid Rent of $10,000 and as of December 31, 2022 we had Prepaid Rent of $0. The decrease in Prepaid Rent of 50% is attributable to $10,000 of rental expenses prepaid to BST Partners (an entity under common control with the Company) during the quarter ended September 30, 2022 of which $5,000 was expensed during the quarter ended December 31, 2022.

As of September 30, 2022 we had Accounts Payable of $28,799 and as of December 31, 2022 we had Accounts Payable of $31,039. The increase in Accounts Payable of approximately 8% is primarily attributable to expenses of $1,730 of patent related legal expenses as well as $510 of Transfer Agent fees incurred during the quarter ended December 31, 2022.

As of September 30, 2022 we had Accrued Interest Payable of $689,785 and as of December 31, 2022 we had Accrued Interest Payable of $301,363. The decrease in Accrued Interest Payable of approximately 56% is attributable to the issuance of equity securities of the Company during the quarter ended December 31,2022 in satisfaction of $405,631 of interest accrued but unpaid on Convertible Notes issued by the Company offset by additional interest accrued but unpaid during the quarter ended December 31, 2022 on Notes Payable and Convertible Notes Payable.



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As of September 30, 2022 we had a Derivative Liability of $3,551,793 and as of December 31, 2022 we had a Derivative Liability of $1,435, 949. The decrease in Derivative Liability of approximately 60% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $350,000 outstanding as of December 31, 2022.

As of December 31, 2022 we had total Convertible Notes Payable of $509,880 and as of September 30, 2022 we had total Convertible Notes Payable of $1,272,340. The decrease in total Convertible Notes Payable of approximately 60 % is attributable to the conversion of $761,500 of convertible indebtedness into shares of the Company's Series A Preferred Stock as well as the derecognition of $1,000 of convertible indebtedness.

Revenues from continuing operations were $59,065 for the three months ended December 31, 2022 and $59,065 for the same period ended 2021. $27,425 of revenue from related parties recognized during the three months ended December 31, 2022 and December 31, 2021 consisted of $24,932 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of minimum royalties recognized during the three months ended December 31, 2021 and 2022 respectively pursuant to the same license. $31,640 of revenue recognized during the three months ended December 31, 2021 were recognized pursuant to licenses granted to Oncology Pharma,Inc. and $31,640 of revenue was recognized during the quarter ended December 31, 2022 pursuant to those same licenses.

With regards to the aforementioned license granted to Zander On December 17, 2018 Regen Biopharma, Inc.("Licensor") , KCL Therapeutics, Inc. ("Assignee") and Zander Therapeutics, Inc. ("Licensee") entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.("Assigned Properties") to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

The Company recognized an Operating Loss of $463,867 during the three months ended December 31, 2022 whereas the Company recognized an Operating Loss of $106,422 for the same period ended 2021. The Company recognized a Net Loss of $2,644,980 for the three months ended December 31, 2021 whereas the Company recognized a Net Income of $1,635,730 for the same period ended 2022. The larger Operating Loss recognized during the three months ended December 31 , 2022 as compared to the same period ended 2021 is primarily attributable to material increases in Research and Development expenses and consulting expenses incurred during the period ended 2022 as compared to the same period ended 2021. With regard to Net Income contributing factors to greater Net Income being recognized during the three months ended December 31, 2021 as compared to the same period ended 2021 include:



(1)  greater operating losses incurred during the three months ended December 31,
     2022


(2)  Recognition of Derivative Income of $2,964,939 during the quarter ended
     December 31, 2021 as opposed to $2,115,806 of Derivative Income recognized
     during the quarter ended December 31, 2022


(3)  The recognition of a $62,700 gain on derecognition of Accounts Payable during
     the quarter ended December 31, 2021 for which recovery is barred by the
     statute of limitations imposed under California Code of Civil Procedure §337.

As of December 31, 2022 we had $40,741 in cash on hand and current liabilities of $5,298,935. 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, 2022 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

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