SecProbe.io

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    April 28, 2017

    United States Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

    Attention:
    Mr. Jim B. Rosenberg

     Ms. Sasha Parikh

Re:
Regen BioPharma, Inc.

Form
10-K for the Fiscal Year Ended September 30, 2016

Filed
December 21, 2016

File
No. 333-191725

Dear
Mr. Rosenberg and Ms. Parikh

With
regard to the comments of the Staff (the “Staff”) as set forth in its letter dated March 09, 2017 (the “Comment
Letter”) relating to the abovementioned Exchange Act filing made by Regen Biophama, Inc. (The "Company") , this
letter intends to relay supplemental information with regard to amendments to the Company’s filings.

Comment
1.

REGARDING
RESTATEMENT OF FINANCIALS REGEN BIOPHARMA,INC.

In
the original financial statements the Company recognized an expense for issuance of securities for less than fair value on three
different types of transactions:

 (a) The
                                         sale of securities for cash

 (b) Conversions
                                         of convertible debt in accordance with the terms and conditions of said convertible debt

 (c) Settlement
                                         of nonconvertible debt through the issuance of securities

An
example of each type of transaction follows and the subsequent revisions follows:

 (a) The
                                         sale of securities for cash

On
May 18, 2015 the Company issued 500,000 common shares having a fair value of $112,475 for cash consideration of $15,000. The Company
recognized an expense attributable to Issuance of Securities for Less than Fair Value of $97,475.

The
original entries were as follows:

    Db
    Cr

    Cash
    15000

    Common
    Stock

    500

    APIC

    111975

    Loss
    on Issuance of Securities for
    97475

There
is nothing within the ASC which requires a company to recognize an expense attributable to Issuance of Securities for Less than
Fair Value when a company issues securities for cash. The restated entries are as follows:

    Db
    Cr

    Cash
    15000

    Common
    Stock

    500

    APIC

    14500

 (b) The Conversions of convertible debt in accordance with the terms and conditions of said convertible debt

On
3/9/2015 a convertible noteholder converted $50,000 of principal indebtedness into 1,785,714 common shares having a fair market
value of $535,714 according to the original terms of the Note. The Company recognized an expense attributable to Issuance of Securities
for Less than Fair Value of $485,714.

The
original entries were as follows:

    Db
    Cr

    Convertible
    Note

    50000

    Common
    Stock

    179

    APIC

    535,535

    Loss
    on Issuance for Less than FV

    485714

The
guidance provided in ASC 470-20-40-16 which requires a debtor to recognize an expense equal to the fair value of all securities
transferred in excess of the fair value of securities issuable pursuant to the original conversion terms is applicable solely
in the event that changes are made to conversion privileges granted at issuance for the purpose of inducing conversion. It does
not apply to conversions pursuant to the original terms of the instrument. The restated entries are as follows:

    Db
    Cr

    Convertible
    Note

    50000

    Common
    Stock

    179

    APIC

    49,821

(c
) Settlement of nonconvertible debt through the issuance of Equity Securities

On
August 17, 2016 the Company issued 3,966,667 common shares with a fair value of $472,033 in satisfaction of $109,000 of principal
indebtedness recognizing an expense of $363,033 related to the issuance of securities for less than Fair Value. The original terms
of the debt did not provide for conversion into equity securities. ASC 470-20-40-2 dictates that a difference between the reacquisition
price of debt and the net carrying amount of debt shall be recognized in income of the period of extinguishment as gains or losses.
The Company feels the originally applied accounting treatment is properly in accordance with GAAP and no changes have been made
to transactions of this type.

Comments
2&3

The
Company has amended Item 9A of the Company’s Form 10-K/A for the years ended 2015 and 2016 as follows:

For
the Fiscal Year Ended 2015:

a)
Evaluation of disclosure controls and procedures.

The
principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures
as of September 30, 2015. Based on this evaluation, they have concluded that the disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. David Koos is the Company’s CEO and Todd Caven is the Company’s CFO. They function
as the Company’s principal executive officer and principal financial officer respectively. These officers have concluded
that our disclosure controls and procedures were not effective as of September 30, 2015, solely because of the material weakness
in our internal control over financial reporting described below.

b)
Management’s annual report on internal control over financial reporting.

Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial
reporting as follows:

“The
term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:

Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;

Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and

Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's
assets that could have a material effect on the financial statements.”

The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.

In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.

The
Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2015
based on the framework in 2013 Committee of Sponsoring Organizations of the Treadway Commission, or COSO, framework. Based on
its assessment, management believes that, as of September 30, 2015, the Company’s internal control over financial reporting
is not effective.

Management
identified a material weakness in internal control over financial reporting as of September 30, 2015. A material weakness is a
deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on
a timely basis.

A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not
be prevented or detected on a timely basis.

We
did not design and maintain effective internal control over the accounting for issuances of equity securities of the Company for
cash consideration and issuances of equity securities of the Company for conversion of convertible securities. This control deficiency
resulted in the improper recognition of

$
8,984,432 of expenses recognized during the year ended September 30, 2015 resulting from the issuance for less than fair value
of common shares in satisfactions of convertible notes issued by the Company which should not have been recognized ( See Note
11 of Notes to Financial Statements.)

Remediation

Plan
for Material Weakness in Internal Control over Financial Reporting

The
Company’s management has begun to design and implement certain remediation measures to address the above-described material
weakness and enhance the Company’s internal control over financial reporting. We will take the following actions to improve
the design and operating effectiveness of our internal control in order to remediate this material weakness:

Institute
an additional review of any and all issuances of capital stock to ensure the event is recognized in accordance with United States
GAAP.

Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for
smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of
the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(c)
Other than as described above, there have been no changes during the quarter ended September 30, 2015 in the Company’s internal
controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control
over financial reporting.

For
the Fiscal Year Ended 2016:

a)
Evaluation of disclosure controls and procedures.

The
principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures
as of September 30, 2016. Based on this evaluation, they have concluded that the disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. David Koos is the Company’s CEO and Todd Caven is the Company’s CFO. They function
as the Company’s principal executive officer and principal financial officer respectively. These officers have concluded
that our disclosure controls and procedures were not effective as of September 30, 2016, solely because of the material weakness
in our internal control over financial reporting described below.

b)
Management’s annual report on internal control over financial reporting.

Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial
reporting as follows:

“The
term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:

Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;

Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the issuer; and Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.”

The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles. In designing and evaluating
our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well
conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure controls
and procedures are met.

The
Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2016
based on the framework in 2013 Committee of Sponsoring Organizations of the Treadway Commission, or COSO, framework. Based on
its assessment, management believes that, as of September 30, 2016, the Company’s internal control over financial reporting
is not effective.

Management
identified a material weakness in internal control over financial reporting as of September 30, 2016. A material weakness is a
deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on
a timely basis.

We
did not design and maintain effective internal control over the accounting for issuances of equity securities of the Company for
cash consideration and issuances of equity securities of the Company for conversion of convertible securities. This control deficiency
resulted in the improper recognition of $4,337,075 of expenses recognized during the year ended September 30, 2016 resulting from
the issuance for less than fair value of