SecProbe.io

November 8, 2013

Via E -mail
David R. Koos
Chief Executive Officer
Bio Matrix Scientific Group, Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942

Re: Regen Biopharma, Inc.
Registration Statement on Form S -1
Filed October 15, 2013
  File No. 333 -191725

Dear Mr. Koos:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please:

 Disclose that you are an emerging growth company;

 Describe how and when a company may lose emerging growth company status;

 Briefly describe the various exemptio ns that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and
Section 14A(a) and (b) of the Securities Exchange Act of 1934; and

 State your election under Section 107(b) of the JOBS Act:

David R. Koos
Bio Matrix Scientific Group, Inc.
November 8, 2013
Page 2

 o If you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b), include a statement that the election is irrevocable; or

o If you have elected to use the extended transition  period for complying
with new or revised accounting standards under Section 102(b)(1), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective dates
for publ ic and private companies until those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that
comply with public company effective dates.  Include a similar statement
in your critical accounting policy disclosures.

2. Your disclosure largely consists of medical jargon and other terms that are likely to be
unfamiliar to investors who are not experienced in  your industry.  Please significantly
revise your prospectus so individuals lacking a scientific or medical background can
more easily understand your disclosure.  For example, you should clarify or explain  terms
such as “aplastic anemia ” and “short interfering RNA” at first use.  Similarly, p lease
revise your descriptions of how your therapies (HemaXellerate I, HemaXellerate II and
DCell Vax) are intended to work.

Prospectus Summary, page 3

3. The summary should provide a brief overview of the key aspects of the offering and not
merely repeat i nformation contained elsewhere in the prospectus.  Please revise.

About Us, page 3

4. We note your disclosure that you primarily intend to develop “regenerative medical
applications which you intend to license from other entities…,” but it is unclear which of
your existing medical applications or therapies you have licensed, or from whom.  Please
revise your disclosure to explain.

5. Please clarify which of your products or therapies relate to the patent that you have
acquired from Dr. Min.

Selected Balance Sheet Information, page 5

6. Please disclose the basis for your belief that you “anticipat[e] completion of all actions
required to be undertaken with regards to addressing comments made by the US Food
and Drug Administration…” and that “…commencement of the  Phase I clinical
trial…[is] anticipated to begin July 2014.”

David R. Koos
Bio Matrix Scientific Group, Inc.
November 8, 2013
Page 3

 Risk Factors, page 8

7. Please add the following risk factors.

 Disclose that your parent company, Bio -Matrix Scientific Group, Inc., has no
revenues, negative working capital, incurred recurring  losses and recurring
negative cash flow from operating activities, and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a going concern.

 We refer to your disclosure on page 26 under “Properties.”  Disclose, if t rue, that
you do not own or operate laboratory or manufacturing facilities and discuss the
risks associated with relying on third parties to provide such services.

 Discuss the potential dilutive impact to shareholders should you choose to raise
capital th rough the issuance of additional shares.

 Clarify the extent to which you rely on licensors to maintain patent and other
intellectual property rights.  We note in this regard Section 5 of your license
agreement with Benitec Australia, filed as exhibit 10.1 2 to your registration
statement.

We will need to raise additional capital to carry out our business plan, page 9

8. Please revise to clarify here that you have not generated any cash flow from operations to
date.  Additionally, quantify your cash and cash equivalents in this risk factor as of the
most recent practicable date and discuss how long these funds allow you to continue your
current operations before you will need to seek additional financing.

We rely on highly skilled personnel…, page 10

9. Please clarify whether you have identified persons other than Mr. Koos as the “highly
skilled personnel” on whom you rely.  If so, please revise this risk factor to name these
individuals.

Dependence on David R. Koos, without whose services company busine ss operations…, page 10

10. Please revise this risk factor to explain that Mr. Koos is not party to an employment
agreement with you.

No approval has been granted by the FDA for the marketing and sale of Hemaxellerate, page 11

11. Please expand this risk factor  to address the lack of FDA approval for HemaXellerate II
and DCell Vax, as discussed under “Principal Products and Services.”

David R. Koos
Bio Matrix Scientific Group, Inc.
November 8, 2013
Page 4

 Distributing Security Holder, page 14

12. Please reconcile your disclosure that Mr. Koos is “the sole executive officer and directo r
of the Company” with your disclosure on page 49, which references Mr. Ichim as an
executive officer and director.

Business, page 16

13. Please describe what it means to undergo Phase I, II and III clinical trials and explain the
circumstances under which y ou would choose to advance applications to Phase III instead
of licensing or selling the applications following the Phase II trials.

14. We note that you replicated in your prospectus certain portions of Exhibits 10.7 and
10.12 relating to your agreements with Dr. Min and Benitec Australia Limited,
respectively.  In lieu of simply repeating the contractual terms verbatim, please revise
your disclosure to summarize the material components of these agreements, including the
parties’ rights and obligations, the intellectual property conveyed, the duration of the
agreement, aggregate amounts paid to date under the agreement, revenue sharing unde r
the agreement and termination provisions.

15. Please revise to explain further how HemaXellerate I “ha[s] been demonstrated to repair
damaged bone marrow and stimulate production of blood cells based on previous animal
studies.”  For example, please disclos e:

 the types of animal studies conducted;

 commencement and completion dates;

 the regulatory approvals sought and received to conduct the studies; and

 the clinical results.

Principal Products and Services, page 19

HemaXellerate I, page 19

16. Please expa nd this section to discuss what preclinical development you have undertaken
thus far with respect to HemaXellerate I, including a summary of the conclusions drawn
from the preclinical data.
17. Please disclose the basis for your belief that “…the isolated SVF will generate growth
factors with the ability to repair hematopoietic stem cells” and that HemaXellerate
“qualifies for Orphan designation under the Orphan Drug Act.”  Please also disclose
when you plan to apply for orphan designation.

David R. Koos
Bio Matrix Scientific Group, Inc.
November 8, 2013
Page 5

 18. The sentence that b egins “[t]he sponsor of the product would also be entitled to a United
States federal tax credit…” appears to be incomplete.  Please advise, or revise.

Competitive business conditions and Regen’s competitive position in the industry…, page 21

19. Please disclose the approximate number of hours per week that the members of your
Scientific Advisory Board devote to company business.

Need for any government approval of principal products or services…, page 25

20. Please expand to describe the mechanics of submi tting a New Drug Application or a
Biologic License Application to the FDA and describe the FDA approval process for
these applications.

Report of Independent Registered Public Accounting Firm, page 37

21. Your auditor’s report references financial statements  for the year ended
September 30, 2012.  As you were not in operation for the entire year, please have your
auditors remove the reference to the entire year and include only the period from
inception through September 30, 2102.

Liquidity and Capital Reso urces, page 48

22. Please expand your disclosure to state whether you have identified any governmental or
non-government grants for which you are eligible or plan to apply.

Directors, Executive Officers, Promoters and Control Persons, page 48

23. Please clarify  whether Messrs. Koos or Ichim receive compensation for their service as
directors.

Thomas Ichim, page 49

24. Please disclose the approximate hours per week that Mr. Ichim devotes to company
business.

Summary Compensation Tables, page 52

25. We refer to footnote (b) to the summary compensation table.  Please revise to clarify, if
true, that the aggregate grant date fair value for the restricted stock awards was computed
in accordance with FASB Topic 718.  See Regulation S -K Item 402(n)(2)(v).  Please also
provide narrative disclosure that explains why you granted the restricted stock awards.
See Item 402(o) of Regulation S -K.

David R. Koos
Bio Matrix Scientific Group, Inc.
November 8, 2013
Page 6

 26. Please identify by footnote the vesting dates of the restricted stock shown in the second
table on page 52.   See Instruction 2 t o Item 402(p)(2) of Regulation S -K.

Employment Agreements, page 53

27. Please disclose the grant date fair value of the signing shares awarded to Messrs. Ichim
and Mizer and tell us how these shares are reflected in the summary compensation table.

Security Ownership of Certain Beneficial Owners and Management, page 57

28. Please tell us why the table on page 58 does not reflect shares held by Mr. Ichim.

Exhibits

29. Certain of your exhibit numbers do not correspond with the exhibit index presented in
your prospec tus.  For example, the legality opinion is presented in the index as
Exhibit 5.1, but is filed as Exhibit 99.C6.  Please revise and re -file, as necessary.
Additionally, please revise your exhibit index so that it is in numerical order.

Exhibit 23.2

30. Please obtain a recently signed consent from your accountant for your use of its audit
report.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the  Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they hav e made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting p ursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the fili ng effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David R. Koos
Bio Matrix Scientific Group, Inc.
November 8, 2013
Page 7

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initi ated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registra tion statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the secu rities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Keira Ino at (202) 551 -3659  or Mark Brunhofer at (202) 551 -3638  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Celia Soehner at (202) 551 -3463 or Michael Seaman at (202) 551 -3366  with any other
questions.

Sincerely,

 /s/ Michael Seaman for

Suzanne Hayes
Assistant  Director