SecProbe.io

CORRESP
 1
 filename1.htm

 Via
Edgar

 Securities
and Exchange Commission

 100
F. Street, NE

 Washington,
D.C. 20549-7410

 Attn:
Mr. Al Campbell

 December
1, 2025

 Re:

 Regen
 BioPharma, Inc.
 Offering
 Statement on Form 1-A Filed November 17, 2025
 File
 No.: 024-12684

 Dear
Mr. Campbell

 Regen
Biopharma, Inc. (the "Company") hereby requests qualification of the above-referenced offering statement at 9:30 a.m., Eastern
Time, on December 3 2025 or as soon thereafter as is practicable.

 In
connection with the foregoing request, the Company hereby confirms and acknowledges that:

 1.
 should
 the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from
 taking any action with respect to the filing;

 2.
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company
 from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 3.
 the
 Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person
 under the federal securities laws of the United States.

 If
you should require any additional information or clarification, please do not hesitate to contact me.

 Very
 truly yours,

 /s/
 David R.Koos

 David
 R. Koos,

 Chairman
 & CEO

CORRESP
 1
 filename1.htm

 Via
Edgar

 Securities
and Exchange Commission

 100
F. Street, NE

 Washington,
D.C. 20549-7410

 Attn: Tyler Howes

 September
4, 2025

 Re:
 Regen
 BioPharma, Inc.
 Offering
 Statement on Form 1-A Filed August 29, 2025
 File
 No.: 024-12654

 Dear
Mr. Howes

 Regen
Biopharma, Inc. (the "Company") hereby requests qualification of the above-referenced offering statement at 9:30 a.m., Eastern
Time, on September 5, 2025 or as soon thereafter as is practicable.

 In
connection with the foregoing request, the Company hereby confirms and acknowledges that:

 1.
 should
 the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from
 taking any action with respect to the filing;

 2.
 the
 action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company
 from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 3.
 the
 Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person
 under the federal securities laws of the United States.

 If
you should require any additional information or clarification, please do not hesitate to contact me.

 Very
 truly yours,

 /s/
 David R.Koos

 David
 R. Koos,

 Chairman
 & CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

David Koos
Chief Executive Officer
Regen BioPharma, Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942

 Re: Regen BioPharma, Inc.
 Offering Statement on Form 1-A
 Filed August 29, 2025
 File No. 024-12654
Dear David Koos:

 This is to advise you that we do not intend to review your offering
statement.

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Via
Edgar

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549-7410

  Attn:
  Joe McCann

  Lauren Hamill

December
9, 2024

    Re:
    Regen
    BioPharma, Inc.

    Offering
    Statement on Form 1-A/A

    File
    No.: 024-12505

Dear
Mr. McCann and Ms. Hamill

Regen
Biopharma, Inc. (the “Company”) hereby requests qualification of the above-referenced offering statement at 9:30 a.m., Eastern
Time, on December 10, 2024, or as soon thereafter as is practicable.

In
connection with the foregoing request, the Company hereby confirms and acknowledges that:

 1. should
                                            the Commission or the staff, acting pursuant to delegated authority, qualify the filing,
                                            it does not foreclose the Commission from taking any action with respect to the filing;

 2. the
                                            action of the Commission or the staff, acting pursuant to delegated authority, in qualifying
                                            the filing, does not relieve the Company from its full responsibility for the adequacy and
                                            accuracy of the disclosure in the filing; and

 3. the
                                            Company may not assert staff comments and/or qualification as a defense in any proceeding
                                            initiated by the Commission or any person under the federal securities laws of the United
                                            States.

The
Company affirms it has been advised by at least one state that the offering has been declared “Effective or Cleared for Sale”
upon qualification by the SEC.

If
you should require any additional information or clarification, please do not hesitate to contact me.

    Very truly yours,

    /s/
    David R.Koos

    David R. Koos,

    Chairman & CEO

CORRESP
1
filename1.htm

    November
    21, 2024

    United
    States Securities and Exchange Commission

    100
    F Street, NE

    Washington,
    DC 20549

    Attention:
    Ms.
    Lauren Hamill

    Mr.
    Joe McCann

    Re:
    Regen BioPharma Inc.

    Amendment
No. 1 to Offering Statement on Form 1-A

    Filed
October 28, 2024

    File
No. 024-12505

Dear
Ms. Hamill and Mr. McCann

With
regard to the comments of the Staff (the “Staff”) as set forth in its letter dated November 7, 2024 (the “Comment Letter”)
relating to the abovementioned filing made by Regen Biopharma, Inc. (The “Company”).

 1. “Please
                                            revise to include executive compensation disclosure for the fiscal year ended September 30,
                                            2024. Refer to Item 11 of Form 1-A.”

The
disclosure will be included in the simultaneously filed amendment.

 2. “We
                                            refer to prior comment 1 and note that your amended offering statement includes audited financial
                                            statements for the fiscal year ended September 30, 2023. Please revise to include the date
                                            of the independent auditor’s report.”

The
date of the audit report is included in the latest filed amendment

 3. “We
                                            note that you have amended the Form 1-A offering statement to include unaudited financial
                                            statements for the fiscal year ended September 30, 2024. In your response letter, please
                                            tell us, as applicable, when you expect to have a PCAOB-registered auditor complete the audit
                                            for this period. Also, please confirm, as applicable, that you plan to file a post-qualification
                                            amendment to this Form 1-A once this audit is completed in order to include the audited financial
                                            statements for the fiscal year ended September 30, 2024 as well as a consent from this auditor”

Although
the Company is striving to have the audit completed by its PCAOB- registered auditor by the due date of the Company’s 10-K no assurance
can be given at this time that the Company’s PCAOB- registered auditor will be successful in meeting that deadline. The Company
will include any audit opinion which may be obtained from the Company’s PCAOB- registered auditor for the fiscal year ended September
30, 2024 as well as a consent from this auditor in a post-qualification amendment to the Form 1-A.

Although
no decision has been arrived at with regard to this matter in light of the fact that Company has less than 500 shareholders and has had
less than $10 million in assets last 3 fiscal years the Company is considering filing a Form 15 in order to that financial resources
expended in connection with reporting obligations may instead be applied towards the operation of the Company’s business.

 4. “We
                                            note that you have publicly released your financial statements for the fiscal year ended
                                            September 30, 2024 via this amended Form 1-A offering statement, but you have not presented
                                            any of this information in an Exchange Act report. Please tell us what consideration you
                                            have given to filing a Form 8-K under Item 2.02 relating to your results of operations and
                                            financial condition for the completed September 30, 2024 fiscal period.”

The
Company respectfully acknowledges the Staff’s concern. The Company intends to furnish any future financial statement disclosures
in an Item 2.02 Form 8-K.

Thank
you for your kind assistance and the courtesies that you have extended to assist us in fulfilling our obligations under Tier 1 of Regulation
A If, at any time, you have any further questions, please let us know.

Sincerely,

David
R. Koos,

Chairman
& Chief Executive Officer

November 7, 2024
David Koos
Chief Executive Officer
Regen BioPharma Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942
Re:Regen BioPharma Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 28, 2024
File No. 024-12505
Dear David Koos:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Offering Statement on Form 1-A
Executive Compensation, page 24
1.Please revise to include executive compensation disclosure for the fiscal year ended
September 30, 2024. Refer to Item 11 of Form 1-A.
Financial Statements, page 39
2.We refer to prior comment 1 and note that your amended offering statement
includes audited financial statements for the fiscal year ended September 30, 2023.
Please revise to include the date of the independent auditor's report.
3.We note that you have amended the Form 1-A offering statement to include unaudited
financial statements for the fiscal year ended September 30, 2024. In your response
letter, please tell us, as applicable, when you expect to have a PCAOB-registered
auditor complete the audit for this period.  Also, please confirm, as applicable, that
you plan to file a post-qualification amendment to this Form 1-A once this audit is
completed in order to include the audited financial statements for the fiscal year ended
September 30, 2024 as well as a consent from this auditor.

November 7, 2024
Page 2
General
4.We note that you have publicly released your financial statements for the fiscal year
ended September 30, 2024 via this amended Form 1-A offering statement, but you
have not presented any of this information in an Exchange Act report. Please tell us
what consideration you have given to filing a Form 8-K under Item 2.02 relating to
your results of operations and financial condition for the completed September 30,
2024 fiscal period.
            We will consider qualifying your offering statement at your request. In connection
with your request, please confirm in writing that at least one state has advised you that it is
prepared to qualify or register your offering. If a participant in your offering is required to
clear its compensation arrangements with FINRA, please have FINRA advise us that it has no
objections to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Joseph Vaini

September 26, 2024
David Koos
Chief Executive Officer
Regen BioPharma Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942
Re:Regen BioPharma Inc.
Offering Statement on Form 1-A
Filed September 16, 2024
File No. 024-12505
Dear David Koos:
            We have reviewed your offering statement and have the following comment.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you provide in response
to this letter, we may have additional comments.
Offering Statement on Form 1-A
Financial Statements, page 41
1.We note that this is a Tier 1 offering and that you have indicated in Part I, Item 4 of your
Form 1-A notification that you have provided unaudited financial statements for all
periods presented; however, the financial statements included in the offering statement for
the years ended September 30, 2022 and September 30, 2023 are not labeled as
“unaudited.” Further, based on the audit report included in your annual report on Form
10-K for the fiscal year ended September 30, 2023, it appears that these financial
statements were audited. As such, please amend to include audited financial statements in
this Form 1-A and ensure that all other requirements of Part F/S (b) of Form 1-A are
satisfied.

September 26, 2024
Page 2
            We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared to
qualify or register your offering. If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Joseph Vaini

CORRESP
1
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September
27, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Dillon Hagius

Re:
Regen Biopharma, Inc.

Registration
Statement on Form S-1

Filed
September 25, 2023

File No.
333-274675

Dear
Mr. Hagius

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Regen Biopharma, Inc.., a Nevada corporation
(the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-1, as amended (Registration
No. 333-274675), be accelerated so that it will become effective at 9:00 AM Eastern Standard Time on September 29, 2023 or as soon thereafter
as practicable.

The
Company hereby acknowledges that:

•  Should
                                            the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                            pursuant 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 filing effective, does not relieve the Company from its full responsibility for the adequacy
                                            and accuracy of the disclosure in the filing; and

•  The
                                            Company may not assert staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

Very
truly yours,

/s/
David R.Koos

David
R. Koos,

Chairman&
CEO

United States securities and exchange commission logo
September 27, 2023
David Koos
Chief Executive Officer
Regen BioPharma Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942
Re:Regen BioPharma Inc.
Registration Statement on Form S-1
Filed September 25, 2023
File No. 333-274675
Dear David Koos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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May 11,
2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Doris Stacey Gama

Re:
Regen Biopharma, Inc.

Amendment
No 1 to Registration Statement on Form S-1

Filed
May 2, 2023

File
No. 333-271234

Dear
Ms. Gama

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Regen Biopharma, Inc.., a Nevada corporation
(the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-1, as amended (Registration
No. 333-271234), be accelerated so that it will become effective at 9:00 AM Eastern Standard Time on May 12, 2023 or as soon thereafter
as practicable.

The
Company hereby acknowledges that:

•  Should the Securities
and Exchange Commission (the “Commission”) or the staff, acting pursuant 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 filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•  The Company may
not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very
truly yours,

/s/
David R.Koos

David
R. Koos,

Chairman&
CEO

CORRESP
1
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REGEN
BIOPHARMA, INC.

4700
Spring Street, Suite 304, La Mesa, California, 91942

May
02, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Doris Stacey Gama

Re:
Regen Biopharma, Inc.

Registration
Statement on Form S-1

Filed
April 13, 2023

File
No. 333-271234

Dear
Ms. Gama,

In
response to the comments of the Staff (the “Staff”) as set forth in its letter dated April 27, 2023 (the “Comment Letter”)
relating to the Registration Statement on Form S-1 of Regen Biopharma, Inc. (The "Company") and as per your conversation with
Joseph G. Vaini on April 27, 2023 the Company has made the following revisions/ additions to the Registration Statement.

 1) The
                                            Company has removed all verbiage which may be interpreted as a prediction of efficacy as
                                            it may pertain to any product candidate of the Company

 2) The
                                            Company has included the following statement within the Registration Statement within the
                                            relevant sections of the Registration Statement

“None
of the abovementioned statements regarding any of our products in development are intended to be a prediction or conclusion of efficacy.
No clinical trials on our product candidates have commenced so no conclusions of efficacy can be made. “

 3) The
                                            Company has included financial statements for the quarter ended March 31, 2023 within the
                                            Registration Statement and has updated relevant sections of the Registration Statement (
                                            eg MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,
                                            DILUTION) to reflect this inclusion.

Thank
you for your kind assistance and the courtesies that you have extended to assist us in fulfilling our obligations under the Securities
Act of 1933 . If, at any time, you have any further questions, please let us know.

Sincerely,

/s/David
R. Koos

David
R. Koos,

Chairman
& CEO

CC:
William Aul

United States securities and exchange commission logo
April 27, 2023
David Koos
Chief Executive Officer
Regen BioPharma, Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942
Re:Regen BioPharma, Inc.
Registration Statement on Form S-1
Filed April 13, 2023
File No. 333-271234
Dear David Koos:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 Filed April 13, 2023
Prospectus Summary
About Us, page 4
1.We note the following disclosure:

•for HemaXellerate:  “Once re-infused into the patient, the patient’s bone marrow is
regenerated and begins to function normally;”
•for dCellVax:  “By inhibiting this enzyme in these dendritic cells, the patient’s cells
can now attack cancers, particularly breast cancer;”
•for tCellVax:  “Immune cells are removed from the patient, treated with siRNA to
inhibit NR2F6 and the cells re-infused to the patient.  Now that the inhibitor protein
is blocked, the immune system is very activated and kills tumors;”

 FirstName LastNameDavid Koos
 Comapany NameRegen BioPharma, Inc.
 April 27, 2023 Page 2
 FirstName LastName
David Koos
Regen BioPharma, Inc.
April 27, 2023
Page 2
•for DiffronC:  “This drug uses our proprietary siRNA in vivo to inhibit cancer growth
and activate T cells;” and
•for DuraCar:  “DuraCar is comprised of CAR-T cells which have been treated with
an shRNA targeting the gene NR2F6.  By inhibiting NR2F6, we expect our DuraCar
cells to have greater efficacy and persistence than conventional CAR-T cells….”

Please revise these and any similar statements throughout your prospectus to eliminate
any predictions of efficacy as these statements appear to be premature given that clinical
trials on your product candidates have not commenced and revise to eliminate any
conclusions of efficacy as efficacy determinations are solely within the authority of the
FDA.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William Aul, Esq.

Mail Stop 4 546

May 2 , 2017

Via E -mail
Mr. David Koos
Chief Executive  Officer
Regen BioPharma,  Inc.
4700 Spring Street, St 304
La Mesa, CA 91942

Re: Regen BioPharma, Inc.
 Form 10-K for the Year Ended  September 30 , 201 6
 Filed December 21 , 2016
File No. 333-191725

Dear Mr. Koos :

We have comple ted our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

/s/ Kevin W. Vaughn

Kevin W. Vaughn
Accounting Branch Chief
Office of Healthcare and Insurance

CORRESP
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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

CORRESP
1
filename1.htm

    March 30, 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").

Comment
1.

For
the years ended September 30, 2015 and 2016 the Company recognized an expense related to the issuance of securities for less than
fair value on the following three types of transactions:

 (a) Conversions
                                         of convertible securities convertible in accordance with the terms of the instrument

 (b) Issuances
                                         of equity securities for cash at less than fair value

 (c) Settlement
                                         of existing non convertible debt through the issuance of equity securities for less than
                                         fair value

In
reviewing the aforementioned transactions, the Company has determined that an expense for issuance of securities for less than
fair value should not have been recognized with regards to conversions of convertible securities convertible in accordance with
the terms of the instrument and Issuances of equity securities for cash at less than fair value. Expense for issuance of securities
for less than fair value remains recognized with regards to settlement of existing non convertible debt through the issuance of
equity securities for less than fair value in accordance with ASC 470 40.

Concurrently
with this response, the Company is filing amended periodic filings for the following periods.

Quarter
ended March 31, 2015

Quarter
ended June 30, 2015

Year
ended September 30, 2015

Quarter
ended December 31, 2015

Quarter
ended March 31, 2016

Quarter
ended June 30, 2016

Year
ended September 30, 2016

Quarter
ended December 31, 2016

Comments
2 and 3

The
relevant sections for the 10-K for the year ended September 30, 2015 and 2016 have been amended to read as follows:

10-K
2015

Item
9A. Controls and Procedures

 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 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.

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 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 effective.

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)
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.

10-K
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 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.

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 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 effective.

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)
There have been no changes during the quarter ended September 30, 2016 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.

Thank
you for your kind assistance and the courtesies that you have extended to assist us in fulfilling our obligations under the Securities
and Exchange Act of 1934. If, at any time, you have any further questions, please let us know.

Sincerely,

David
R. Koos,

Chairman
& CEO

CORRESP
1
filename1.htm

March
22, 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 BioPharma, Inc. (The "Company").

The
Company is in the process of reviewing the comments and intends to address them fully on or before March 31, 2017.

Thank
you for your kind assistance and the courtesies that you have extended to assist us in fulfilling our obligations under the Securities
and Exchange Act of 1934. If, at any time, you have any further questions, please let us know.

Sincerely,

David
R. Koos,

Chairman
& CEO

Mail Stop 4 546

March 9, 2017

Via E -mail
Mr. David Koos
Chief Executive  Officer
Regen BioPharma,  Inc.
4700 Spring Street, St 304
La Mesa, CA 91942

Re: Regen BioPharma, Inc.
 Form 10-K for the Fiscal Year Ended  September 30 , 201 6
 Filed December 21 , 2016
File No. 333-191725

Dear Mr. Koos :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within 10 business days by providing the requested
information or advise  us as soon as possible when you will respond.  If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Notes to Fin ancial Statements
Note 10: Stockholders’ Equity, page 57

1. Please provide us your accounting analysis with reference to authoritative literature
including ASC 470 -50, ASC 505 -50 and ASC 718, as applicable, supporting your
accounting for the issuance of secu rities at less than fair value. In your analysis, address
measurement, recognition and classification.  Also address the appropriateness under
GAAP of the line item loss on issuance of securities for less than fair value reflected
within your statements of  operations, shareholders’ equity and cash flows.

Mr. David Koos
Regen BioPharma,  Inc.
March 9, 2017
Page 2

 Item 9A. Controls and Procedures

a) Evaluation of disclosure controls and procedures, page 61

2. Separately tell us how; in view of the apparent deficiency noted in the comment that
follows, you were  able to conclude that your disclosure, controls and procedures were
effective at Sep tember 30, 2016.

b) Management’s annual report on internal control over financial reporting, page 61

3. You refer to “Internal Control over Financial Reporting – Guidance  for Smaller Public
Companies (2006)” as the framework in which management’s assessment regarding the
effectiveness of internal control over financial reporting was based. The framework to
which you refer is not a framework; rather it had been guidance on how to apply the
COSO framework. Also, management’s assessment and conclusion was made as of
August 31, 2010, a date not relevant to the filing. Please assess your i nternal control over
financial reporting using a suitable, recognized control framework tha t is established by a
body or group that has followed due -process procedures , and disclose management’s
conclusion as to its effectiveness as of September 30, 2016 as required by Item 308(a)(2)
and (3)  of Regulation S -K.

We remind you that the company an d its management a re responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Sasha Parikh, Senior Staff Accountant , at (202) 551 -3627 if you have
questions regarding the comment s. In this regard, do not hesitate to contact me at (202) 551 -
3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance

CORRESP
1
filename1.htm

REGEN
BIOPHARMA, INC.

4700
SPRING STREET, SUITE 304,

LA
MESA, CALIFORNIA, 91942

March
4, 2014

BY EDGAR

Suzanne Hayes

Assistant Director

Division of Corporation
Finance

Securities and Exchange
Commission

100 F. Street, N.E.

Washington, DC 20549

    Re:
     Regen Biopharma, Inc.

     Registration Statement on Form S-1, as amended (Registration No. 333-191725)

Dear Ms. Hayes

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Regen Biopharma, Inc., a Nevada corporation
(the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-1, as amended (Registration
No. 333-191725), be accelerated so that it will become effective at 9:00 AM Eastern Standard Time on March 18, 2014, or as soon
thereafter as practicable.

The Company hereby
acknowledges that:

·

Should
the Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant 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 filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

·

The Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Very truly yours,

REGEN BIOPHARMA, INC.

By:
  /s/ David Koos

Chief
 Executive Officer

CORRESP
1
filename1.htm

January 10, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Suzanne Hayes, Assistant Director

Michael Seaman

Celia Soehner

Re: Regen Biopharma, Inc.

Registration Statement on Form S-1

File No. 333-191725

Amended November 22, 2013

Dear Ms. Hayes, Mr. Seaman and Ms. Soehner:

The following responses address the comments of the Staff (the “Staff”)
as set forth in its letter dated  December 5, 2013 (the “Comment Letter”) relating to the Registration Statement
on Form S-1/A  of Regen Biopharma, Inc. (The "Company").

 1. The following revisions have been made:

Regarding the term autologous on page 3 of the S-1/A:

“On February 5, 2013 Regen filed an Investigational
New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial. In this study we will
seek to determine the safety and potential efficacy of intravenously administered autologous SVF cells in 10 patients with severe
aplastic anemia that is resistant to immune suppressive therapy.”

Has been amended to read:

“On February 5, 2013 Regen filed
an Investigational New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial.
In this study we will seek to determine the safety and potential efficacy of intravenously administered autologous (derived or
transferred from the same individual's body) SVF cells in 10 patients with severe aplastic anemia that is resistant to immune suppressive
therapy. “

Regarding the term indoleamine 2,3-dioxygenase
on page 4 of the S-1/A:

indoleamine 2,3-dioxygenase is defined in this paragraph
as IDO

“dCellVax is intended to be a
therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA that has the ability
to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the
cancer patient. A plasmid is a small DNA molecule that is physically separate from, and can replicate independently of, chromosomal
DNA within a cell. “

IDO is further elaborated upon in the
following paragraph:

“IDO is an enzyme that is believed
to suppress the body’s immune response to the cancer cells by suppressing T Cells as well as halting the dendritic cell from
activating T cells. The dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of cancer
cells which cause the dendritic cell to express IDO. “

The following sentence has been added
to the abovementioned paragraph:

“T cells are a type of lymphocyte
(itself a type of white blood cell) that play a vital role in the body’s immune response.”

Regarding defining at the time of first
use the acronym IND on page five. The fist Use of the acronym IND is on page three where it is defined as “an Investigational
New Drug (IND) application” within the sentence:

“On February 5, 2013 Regen filed
an Investigational New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial. “

Regarding the use of the term “drug –refractory”
on page 12:

“NO APPROVAL HAS BEEN GRANTED BY THE FDA FOR
THE MARKETING AND SALE OF HEMAXELLERATE

On February 5, 2013 Regen filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration to initiate clinical trials assessing the Company’s
HemaXellerate drug currently in development in patients with drug-refractory aplastic anemia. Regen will be required to obtain
approval from the US Food and Drug Administration (FDA) in order to market HemaXellerate. No approval has been granted by the FDA
for the marketing and sale of HemaXellerate.”

Has been amended to read:

“NO APPROVAL HAS BEEN GRANTED BY THE FDA FOR
THE MARKETING AND SALE OF HEMAXELLERATE

On February 5, 2013 Regen filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration to initiate clinical trials assessing the Company’s
HemaXellerate drug currently in development in patients with drug-refractory aplastic anemia. A condition is classified as drug-refractory
if the patient is unresponsive to drug therapy. Regen will be required to obtain approval from the US Food and Drug Administration
(FDA) in order to market HemaXellerate. No approval has been granted by the FDA for the marketing and sale of HemaXellerate.”

Regarding a lack of a definition for “short interfering
RNA” on page 18

The phrase:

“On May 1, 2013 Dr. Wei Ping Min (“Min”)
entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent #
8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min
IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive
cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced
immunosuppression and a decrease in in vivo tumor progression”

Has been amended to read

“On May 1, 2013 Dr. Wei Ping Min (“Min”)
entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent #
8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min
IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive
cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced
immunosuppression and a decrease in in vivo tumor progression. siRNA are shorter pieces of double stranded RNA that allow
the interference of a particular gene, without causing cell death.”

Regarding the penultimate paragraph of the Business
section on page 20 including references to mesenchymal stem cells and endothelial cells:

The paragraph:

“The Company has begun development of
HemaXellerate I , a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of
cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal
studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia( reduction in the number of blood
cells and platelets).

Adipose tissue is collected from the patient
and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including
mesenchymal stem cells and endothelial cells. The isolated SVF is then intravenously administered to the patient. The Company believes
that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem
cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets.
Hematopoietic stem cells are found in the peripheral blood and the bone marrow.”

Has been revised as follows:

“The Company has begun development of
HemaXellerate I , a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of
cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal
studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia( reduction in the number of blood
cells and platelets).

Adipose tissue is collected from the patient
and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including
mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can differentiate into a
variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic vessels
and which play a vital role in angiogenesis ( the physiological process through which new blood vessels form from pre-existing
vessels).

The isolated SVF is then intravenously administered
to the patient. The Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic
stem cells. Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells,
red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.”

With regards to descriptions of preclinical data on
page 21

    Laboratory Experiments

    Experiment
    Location Conducted
    Dates Conducted
    Number of Animals/Runs
    Preclinical Data

    Demonstration that endothelial cells stimulate hematopoiesis after bone marrow damage
    Dr. William Fleming, Oregon Health Sciences University
    2008-2009
    37 C57/B6 mice exposed to lethal irradiation and treated with increasing numbers of endothelial cells
    Demonstration of radioprotection by endothelial cells, associated with augmentation of hematopoiesis. Data in patent and also part published in Lei et al. Stem Cell Res. 4(1): 17–24

    Optimization of Human SVF Isolation and Characterization
    Dr. Erik Woods, Cook General Biotechnology
    June 2012- August 2012
    5 human samples of fat processed under various conditions to optimize content of endothelial cells
    Protocol developed for optimal content of endothelial cells from human fat, as detected by flow cytometry

    Development of irradiation model of myeloablation in immune compromised mice

        Dr. Sophia Khaldoyanidi

        Torrey Pines Institute for Molecular Studies

    Aug-Nov 2012
    50 C57/B6 and SCID mice treated with various doses of irradiation and administered bone marrow cells as a source of endothelial cells
    Development of a model of bone marrow failure, practical issues learned about bone marrow as a source of endothelial cells, decision to focus on use of adipose tissue as source instead of bone marrow

    Human HemaXellerate Efficacy in Mouse Model
    Dr. Wei-Ping Min, University of Western Ontario
    Jan-April 2013
    40 mice treated bone marrow toxin, followed by administration of 3 doses of HemaXellerate or control
    Dose dependent demonstration of accelerated hematopoiesis after administration of HemaXellerate

    21

Preclinical studies conducted by the Company consist
of the following:

    1.
    Development of HemaXellerate product. Studies were conducted together with Cook Biotechnology for the establishment of protocols for manufacturing a consistent cellular product based on enzymatic digestion of patient fat tissue, centrifugation, and washing steps.

    2.
    Development of Animal model. Sophia Khaldoyanidi, M.D., Ph.D. at the Torrey Pines Institute for Molecular Medicine to established the animal model for aplastic anemia and assessed feasibility of endothelial stem cell stimulation of blood cell production.

    3.
    Preclinical Demonstration of Efficacy. Data was generated using the model developed from work with Dr. Khaldoyanidi to demonstrate a dose dependent effect of HemaXellerate I on stimulation of new blood cell formation. The study demonstrated accelerated reconstitution of white blood cells production after administration of 5-FU ( a chemical that kills bone marrow stem cells) after HemaXellerate therapy which in the opinion of the Company demonstrates efficacy of HemaXellerate and the cellar components of SVF

References showing that endothelial cells and endothelial
progenitor cells, which comprise 16% of SVF (Zimmerlin et al. Cytometry Part A 77A: 22:30, 2010) produce growth factors that stimulate
blood cell production from bone marrow support the Company’s position that isolated SVF will generate growth factors with
the ability to repair damaged hematopoietic stem “

Has been amended to read as follows:

“In the opinion of the Company, the following studies
conducted by or on behalf of the Company or by others demonstrate that the composition of cells in HemaXellerate
I have been demonstrated to repair damaged bone marrow and stimulate production of blood cells .

    Laboratory Experiments

    Experiment
    Location Conducted
    Dates Conducted
    Number of Animals/Runs
    Preclinical Data

    Demonstration that endothelial cells stimulate hematopoiesis after bone marrow damage
    Dr. William Fleming, Oregon Health Sciences University
    2008-2009
    37 C57/B6 mice exposed to lethal irradiation and treated with increasing numbers of endothelial cells*
    Demonstration of radioprotection by endothelial cells, associated with augmentation of hematopoiesis. Data in patent and also part published in Lei et al. Stem Cell Res. 4(1): 17–24

    Optimization of Human SVF Isolation and Characterization
    Dr. Erik Woods, Cook General Biotechnology
    June 2012- August 2012
    5 human samples of fat processed under various conditions to optimize content of endothelial cells
    Protocol developed for optimal content of endothelial cells from human fat, as detected by flow cytometry

    Development of irradiation model of myeloablation in immune compromised mice

        Dr. Sophia Khaldoyanidi

        Torrey Pines Institute for Molecular Studies

    Aug-Nov 2012
    50 C57/B6 and SCID mice treated with various doses of irradiation and administered bone marrow cells as a source of endothelial cells*
    Development of a model of bone marrow failure, practical issues learned about bone marrow as a source of endothelial cells, decision to focus on use of adipose tissue as source instead of bone marrow

    Human HemaXellerate Efficacy in Mouse Model
    Dr. Wei-Ping Min, University of Western Ontario
    Jan-April 2013
    40 mice treated bone marrow toxin, followed by administration of 3 doses of HemaXellerate or control
    Dose dependent demonstration of accelerated hematopoiesis after administration of HemaXellerate

*“50 C57/B6”
is the label of a type of mouse commonly used in research. It is a mouse that possess a functional immune system. In the first
experiment described in the table, the mice were treated with a lethal dose of radiation. Radiation kills by destroying the blood
making cells of the body. Administration of mouse derived endothelial cells resulted in enhanced survival of the mice after irradiation,
which was associated with restoration of blood production. These sets of experiments strongly suggested to us, that endothelial
cells protect blood making cells from damage. SCID (severe combined immuno deficient) mice are commonly used in research where
a human cell therapeutic product is being tested in a manner to avoid rejection of the cells by the mouse’s immune system.
In this segment of the research, human cells were given to the SCID mice subsequent to irradiation, which regenerated the mouse
blood making cells. The purpose of the 50 C57/B6 mice and the SCID mice in the research is to demonstrate that mouse derived endothelial
cells regenerate blood making cells and that human endothelial cells regenerate blood making cells in mice.

Preclinical studies conducted by the Company consist
of the following:

 1. Development of HemaXellerate product. Studies were conducted together with Cook Biotechnology
for the establishment of protocols for manufacturing a consistent cellular product based on enzymatic digestion of patient fat
tissue, centrifugation, and washing steps.

 2. Development of Animal model. Sophia Khaldoya

CORRESP
1
filename1.htm

January 10, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Suzanne Hayes, Assistant Director

Michael Seaman

Celia Soehner

Re: Regen Biopharma, Inc.

Registration Statement on Form S-1

File No. 333-191725

Amended November 22, 2013

Dear Ms. Hayes, Mr. Seaman and Ms. Soehner:

The following responses address the comments of the Staff (the “Staff”)
as set forth in its letter dated  December 5, 2013 (the “Comment Letter”) relating to the Registration Statement
on Form S-1/A  of Regen Biopharma, Inc. (The "Company").

 1. The following revisions have been made:

Regarding the term autologous on page 3 of the S-1/A:

“On February 5, 2013 Regen filed an Investigational
New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial. In this study we will
seek to determine the safety and potential efficacy of intravenously administered autologous SVF cells in 10 patients with severe
aplastic anemia that is resistant to immune suppressive therapy.”

Has been amended to read:

“On February 5, 2013 Regen filed
an Investigational New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial.
In this study we will seek to determine the safety and potential efficacy of intravenously administered autologous (derived or
transferred from the same individual's body) SVF cells in 10 patients with severe aplastic anemia that is resistant to immune suppressive
therapy. “

Regarding the term indoleamine 2,3-dioxygenase
on page 4 of the S-1/A:

indoleamine 2,3-dioxygenase is defined in this paragraph
as IDO

“dCellVax is intended to be a
therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA that has the ability
to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the
cancer patient. A plasmid is a small DNA molecule that is physically separate from, and can replicate independently of, chromosomal
DNA within a cell. “

IDO is further elaborated upon in the
following paragraph:

“IDO is an enzyme that is believed
to suppress the body’s immune response to the cancer cells by suppressing T Cells as well as halting the dendritic cell from
activating T cells. The dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of cancer
cells which cause the dendritic cell to express IDO. “

The following sentence has been added
to the abovementioned paragraph:

“T cells are a type of lymphocyte
(itself a type of white blood cell) that play a vital role in the body’s immune response.”

Regarding defining at the time of first
use the acronym IND on page five. The fist Use of the acronym IND is on page three where it is defined as “an Investigational
New Drug (IND) application” within the sentence:

“On February 5, 2013 Regen filed
an Investigational New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial. “

Regarding the use of the term “drug –refractory”
on page 12:

“NO APPROVAL HAS BEEN GRANTED BY THE FDA FOR
THE MARKETING AND SALE OF HEMAXELLERATE

On February 5, 2013 Regen filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration to initiate clinical trials assessing the Company’s
HemaXellerate drug currently in development in patients with drug-refractory aplastic anemia. Regen will be required to obtain
approval from the US Food and Drug Administration (FDA) in order to market HemaXellerate. No approval has been granted by the FDA
for the marketing and sale of HemaXellerate.”

Has been amended to read:

“NO APPROVAL HAS BEEN GRANTED BY THE FDA FOR
THE MARKETING AND SALE OF HEMAXELLERATE

On February 5, 2013 Regen filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration to initiate clinical trials assessing the Company’s
HemaXellerate drug currently in development in patients with drug-refractory aplastic anemia. A condition is classified as drug-refractory
if the patient is unresponsive to drug therapy. Regen will be required to obtain approval from the US Food and Drug Administration
(FDA) in order to market HemaXellerate. No approval has been granted by the FDA for the marketing and sale of HemaXellerate.”

Regarding a lack of a definition for “short interfering
RNA” on page 18

The phrase:

“On May 1, 2013 Dr. Wei Ping Min (“Min”)
entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent #
8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min
IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive
cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced
immunosuppression and a decrease in in vivo tumor progression”

Has been amended to read

“On May 1, 2013 Dr. Wei Ping Min (“Min”)
entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent #
8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min
IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive
cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced
immunosuppression and a decrease in in vivo tumor progression. siRNA are shorter pieces of double stranded RNA that allow
the interference of a particular gene, without causing cell death.”

Regarding the penultimate paragraph of the Business
section on page 20 including references to mesenchymal stem cells and endothelial cells:

The paragraph:

“The Company has begun development of
HemaXellerate I , a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of
cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal
studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia( reduction in the number of blood
cells and platelets).

Adipose tissue is collected from the patient
and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including
mesenchymal stem cells and endothelial cells. The isolated SVF is then intravenously administered to the patient. The Company believes
that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem
cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets.
Hematopoietic stem cells are found in the peripheral blood and the bone marrow.”

Has been revised as follows:

“The Company has begun development of
HemaXellerate I , a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of
cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal
studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia( reduction in the number of blood
cells and platelets).

Adipose tissue is collected from the patient
and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including
mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can differentiate into a
variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic vessels
and which play a vital role in angiogenesis ( the physiological process through which new blood vessels form from pre-existing
vessels).

The isolated SVF is then intravenously administered
to the patient. The Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic
stem cells. Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells,
red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.”

With regards to descriptions of preclinical data on
page 21

    Laboratory Experiments

    Experiment
    Location Conducted
    Dates Conducted
    Number of Animals/Runs
    Preclinical Data

    Demonstration that endothelial cells stimulate hematopoiesis after bone marrow damage
    Dr. William Fleming, Oregon Health Sciences University
    2008-2009
    37 C57/B6 mice exposed to lethal irradiation and treated with increasing numbers of endothelial cells
    Demonstration of radioprotection by endothelial cells, associated with augmentation of hematopoiesis. Data in patent and also part published in Lei et al. Stem Cell Res. 4(1): 17–24

    Optimization of Human SVF Isolation and Characterization
    Dr. Erik Woods, Cook General Biotechnology
    June 2012- August 2012
    5 human samples of fat processed under various conditions to optimize content of endothelial cells
    Protocol developed for optimal content of endothelial cells from human fat, as detected by flow cytometry

    Development of irradiation model of myeloablation in immune compromised mice

        Dr. Sophia Khaldoyanidi

        Torrey Pines Institute for Molecular Studies

    Aug-Nov 2012
    50 C57/B6 and SCID mice treated with various doses of irradiation and administered bone marrow cells as a source of endothelial cells
    Development of a model of bone marrow failure, practical issues learned about bone marrow as a source of endothelial cells, decision to focus on use of adipose tissue as source instead of bone marrow

    Human HemaXellerate Efficacy in Mouse Model
    Dr. Wei-Ping Min, University of Western Ontario
    Jan-April 2013
    40 mice treated bone marrow toxin, followed by administration of 3 doses of HemaXellerate or control
    Dose dependent demonstration of accelerated hematopoiesis after administration of HemaXellerate

    21

Preclinical studies conducted by the Company consist
of the following:

    1.
    Development of HemaXellerate product. Studies were conducted together with Cook Biotechnology for the establishment of protocols for manufacturing a consistent cellular product based on enzymatic digestion of patient fat tissue, centrifugation, and washing steps.

    2.
    Development of Animal model. Sophia Khaldoyanidi, M.D., Ph.D. at the Torrey Pines Institute for Molecular Medicine to established the animal model for aplastic anemia and assessed feasibility of endothelial stem cell stimulation of blood cell production.

    3.
    Preclinical Demonstration of Efficacy. Data was generated using the model developed from work with Dr. Khaldoyanidi to demonstrate a dose dependent effect of HemaXellerate I on stimulation of new blood cell formation. The study demonstrated accelerated reconstitution of white blood cells production after administration of 5-FU ( a chemical that kills bone marrow stem cells) after HemaXellerate therapy which in the opinion of the Company demonstrates efficacy of HemaXellerate and the cellar components of SVF

References showing that endothelial cells and endothelial
progenitor cells, which comprise 16% of SVF (Zimmerlin et al. Cytometry Part A 77A: 22:30, 2010) produce growth factors that stimulate
blood cell production from bone marrow support the Company’s position that isolated SVF will generate growth factors with
the ability to repair damaged hematopoietic stem “

Has been amended to read as follows:

“In the opinion of the Company, the following studies
conducted by or on behalf of the Company or by others demonstrate that the composition of cells in HemaXellerate
I have been demonstrated to repair damaged bone marrow and stimulate production of blood cells .

    Laboratory Experiments

    Experiment
    Location Conducted
    Dates Conducted
    Number of Animals/Runs
    Preclinical Data

    Demonstration that endothelial cells stimulate hematopoiesis after bone marrow damage
    Dr. William Fleming, Oregon Health Sciences University
    2008-2009
    37 C57/B6 mice exposed to lethal irradiation and treated with increasing numbers of endothelial cells*
    Demonstration of radioprotection by endothelial cells, associated with augmentation of hematopoiesis. Data in patent and also part published in Lei et al. Stem Cell Res. 4(1): 17–24

    Optimization of Human SVF Isolation and Characterization
    Dr. Erik Woods, Cook General Biotechnology
    June 2012- August 2012
    5 human samples of fat processed under various conditions to optimize content of endothelial cells
    Protocol developed for optimal content of endothelial cells from human fat, as detected by flow cytometry

    Development of irradiation model of myeloablation in immune compromised mice

        Dr. Sophia Khaldoyanidi

        Torrey Pines Institute for Molecular Studies

    Aug-Nov 2012
    50 C57/B6 and SCID mice treated with various doses of irradiation and administered bone marrow cells as a source of endothelial cells*
    Development of a model of bone marrow failure, practical issues learned about bone marrow as a source of endothelial cells, decision to focus on use of adipose tissue as source instead of bone marrow

    Human HemaXellerate Efficacy in Mouse Model
    Dr. Wei-Ping Min, University of Western Ontario
    Jan-April 2013
    40 mice treated bone marrow toxin, followed by administration of 3 doses of HemaXellerate or control
    Dose dependent demonstration of accelerated hematopoiesis after administration of HemaXellerate

*“50 C57/B6”
is the label of a type of mouse commonly used in research. It is a mouse that possess a functional immune system. In the first
experiment described in the table, the mice were treated with a lethal dose of radiation. Radiation kills by destroying the blood
making cells of the body. Administration of mouse derived endothelial cells resulted in enhanced survival of the mice after irradiation,
which was associated with restoration of blood production. These sets of experiments strongly suggested to us, that endothelial
cells protect blood making cells from damage. SCID (severe combined immuno deficient) mice are commonly used in research where
a human cell therapeutic product is being tested in a manner to avoid rejection of the cells by the mouse’s immune system.
In this segment of the research, human cells were given to the SCID mice subsequent to irradiation, which regenerated the mouse
blood making cells. The purpose of the 50 C57/B6 mice and the SCID mice in the research is to demonstrate that mouse derived endothelial
cells regenerate blood making cells and that human endothelial cells regenerate blood making cells in mice.

Preclinical studies conducted by the Company consist
of the following:

 1. Development of HemaXellerate product. Studies were conducted together with Cook Biotechnology
for the establishment of protocols for manufacturing a consistent cellular product based on enzymatic digestion of patient fat
tissue, centrifugation, and washing steps.

 2. Development of Animal model. Sophia Khaldoya

December 5, 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
Amended November 22, 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. We note your response to prior  comment 2, which we reissue in part.  We refer to the
following:

 your reference to “autologous” cells on page 3;

 the use of the phrase “indoleamine 2.3 dioxygenase” on page 4;

 the acronym “IND” on page 5, which is not defined at time of first use;

 the use of the term “drug -refractory” on page 12;

 the lack of a definition for “short interfering RNA” on page 18;

David R. Koos
Bio Matrix Scientific Group, Inc.
December 5, 2013
Page 2

  the penultimate paragraph of your “Business” section on page 20, including your
references to “mesenchymal stem cells” and “endothelial cells”;  and

 your descriptions of preclinical data on page 21.

Prospectus Summary, page 3

About Us, page 3

2. We note your responses to prior comments 4 and 5.  Please further revise your disclosure
to clarify the types of intellectual property that you have acquired or licensed.

Risk Factors, page 8

We will need to raise additional capital to carry out our business plan, page 10

3. Please refer to prior comment 8 and revise this risk factor to indicate how long your
current cash and cash equivalents permit yo u to continue your operations, exclusive of
any additional financing.

We have not obtained patent protection for our intellectual property, page 12

4. We refer to your added disclosure on page 4.  Please expand this risk factor to specify
that the concept b ehind your HemaXellerate products derives from intellectual property
that is not subject to patent protection.

Business, page 18

5. We note your response to prior comment 14, which we reissue.  We continue to note that
you have replicated portions of the or iginal agreements with Dr. Min and with Benitec
Australia in your disclosure.  Please revise to provide the information requested in our
prior comment in plain English.  Additionally, please disclose the fair value of the shares
that you issued to Dr. Min and to Benitec on August 9, 2013 and August 30, 2013,
respectively.

Principal Products and Services, page 20

HemaXellerate I, page 20

6. We reissue prior comment 15 in part.  Much of the tabular information presented is
described in shorthand or scientific jargon (e.g., “36 C57/B6 mice”), rendering the results
and purpose of the studies unclear.  Additionally, we note that you do not disclose the
regulatory approvals sought and received to conduct the studies.  Please expand and
clarify your discl osure.

David R. Koos
Bio Matrix Scientific Group, Inc.
December 5, 2013
Page 3

 7. Regarding your disclosure added in response to prior comment 17, it is unclear what
“references” support your position, or if you are referring solely to the Zimmerlin
citation.  It is also unclear what the Zimmerlin citation is meant to reference ( e.g.,
publication or otherwise).  Please revise to clarify.

Competitive business conditions and Regen’s competitive position in the industry…, page 24

8. Please include the substance of your response to prior comment 19 in the filing and
disclose  the approx imate number of hours per week that comprise the “as -needed,
mutually agreed upon basis.”   Similarly , please include the substance of your response to
prior comment 24 on page 53  under “Thomas Ichim”  and disclose the amount of time
that Mr. Ichim devotes t o the affairs of the Company.

Financial Statements, page F -1

9. Please update the financial statements and financial information throughout the filing
pursuant to Rule 8 -08 of Regulation S -X.

Transactions with Related Persons, page 55

10. Please update this section to provide information as of September 30, 2013.

Summary Compensation Tables, page 57

11. Please provide compensation information for the 2013 fiscal year.

12. Please revise the footnotes to the summary compensation table to clarify, if true, that the
“Restricted Stock Awards” column for 2012 represents only the signing shares awarded
to Messrs. Ichim and Mizer.

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 th e 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 dis closures they have 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 pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

David R. Koos
Bio Matrix Scientific Group, Inc.
December 5, 2013
Page 4

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

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated 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 accele ration of the effective date of the registration 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 securities 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 In o at (202) 551 -3659 or Mark Brunhofer at (202) 551 -3638 if
you have questions regarding the comment  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 question s.

Sincerely,

 /s/ Michael Seaman for

Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

November 15 , 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Suzanne Hayes, Assistant Director

Michael Seaman

Celia Soehner

Re: Regen Biopharma, Inc.

Registration Statement on Form S-1

File No. 333-191725

Filed on October 15, 2013

Dear Ms. Hayes, Mr. Seaman and Ms. Soehner:

The following responses address the comments of the Staff (the “Staff”)
as set forth in its letter dated  November 8, 2013 (the “Comment Letter”) relating to the Registration Statement
on Form S-1  of Regen Biopharma, Inc. (The "Company").

 1. The following paragraph has been added to that section of the Form S-1 immediately following the section entitled SUMMARY FINANCIAL
AND OPERATING INFORMATION:

EXEMPTIONS UNDER JUMPSTART OUR BUSINESS STARTUPS ACT

As a company with less than $1.0 billion in revenue
during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups
Act of 2012, or the JOBS Act.

An emerging growth company may take advantage of
specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally
applicable to public companies. As an emerging growth company:

• we are permitted to present
only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial
Condition and Results of Operations;

• we are exempt from the
requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting
pursuant to the Sarbanes-Oxley Act of 2002;

• we are permitted to provide
less extensive disclosure about our executive compensation arrangements; and

• we are not required to
give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions for up
to five years subsequent to the effective date of this registration statement or such earlier time that we are no longer an emerging
growth company. We will cease to be an emerging growth company upon the earliest of (i) the last day of the first fiscal year in
which our annual gross revenues exceed $1 billion, (ii) December 31 of the fiscal year that we become a “large accelerated
filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act, which would occur if the
market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed
second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more
than $1 billion in non-convertible debt during the preceding three-year period.

We hereby elect to use the extended transition period
for complying with new or revised accounting standards under Section 102(b)(1).

In addition, the following Risk Factor has been added to that section
of the S-1 labeled RISK FACTORS:

BECAUSE
WE HAVE ELECTED TO DEFER COMPLIANCE WITH NEW OR REVISED ACCOUNTING STANDARDS PURSUANT TO SECTION 102(b)(1) OF THE JOBS ACT OUR
FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR COMPANIES.

We
have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)
of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies. As a result of our election, our financial statements
may not be comparable to companies that comply with public company effective dates.

In
addition, the following disclosure has been added to that section of the S-1 labeled MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

Section 107 of the JOBS Act provides
that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards that have different effective dates for public and private companies.
We have elected to take advantage of this extended transition period, and thus, our financial statements may not be comparable
to those of other reporting companies

2. The following revisions have been made:

From Page 19 of the original S-1

The Company has begun development of
HemaXellerate I I, a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of
cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal
studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia and pancytopenia.

Adipose tissue is collected from the
patient and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including
mesenchymal stem cells and endothelial cells. The isolated SVF is then intravenously administered to the patient. The Company believes
that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem
cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets.
Hematopoietic stem cells are found in the peripheral blood and the bone marrow.

Has been amended to read as:

The Company has begun development of
HemaXellerate I , a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of
cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal
studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia( reduction in the number of blood
cells and platelets).

Adipose tissue is collected from the
patient and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including
mesenchymal stem cells and endothelial cells. The isolated SVF is then intravenously administered to the patient. The Company believes
that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem
cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets.
Hematopoietic stem cells are found in the peripheral blood and the bone marrow.

3. The About Us Section of the prospectus has been amended
to read as follows:

We were incorporated April 24, 2012 under the
laws of the State of Nevada. We are a majority owned subsidiary of Bio Matrix Scientific Group, Inc, a Delaware corporation. We
intend to engage primarily in the development of regenerative medical applications which we intend to license from other entities
up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell
or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.
The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials
would be a greater than anticipated indication of efficacy seen in Phase I trials.

The Company has begun development of
HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellarate I utilizes a collection of cells harvested
from the patient’s own adipose (fat) tissue to repair damaged bone marrow and stimulate production of blood cells . The initial
application of HemaXellerate I will be the treatment of severe aplastic anemia, a rare and serious condition in which the bone
marrow fails to make enough blood cells: red blood cells, white blood cells, and platelets.

In this application, adipose ( fat)
tissue is collected from the patient and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF).
SVF preparations contain significant numbers of cellular populations with therapeutic activity that would be relevant to aplastic
anemia; namely:

a) mesenchymal stem
cells (MSC), which suppress pathological immune responses and accelerate hematopoiesis (the formation and development of blood
cells);

b) endothelial cells, which assist in
repairing damaged bone marrow and stimulate hematopoiesis; and

c) T regulatory cells, which possess
anti-inflammatory properties.

The Company believes that the isolated
SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature
cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic
stem cells are found in the peripheral blood and the bone marrow.

In practice, the physician is shipped
a kit, which is used to collect adipose tissue. The tissue is sent to a processing facility, and a standardized cellular product
is delivered in a ready-to-use manner for administration into the patient intravenously.

On February 5, 2013 Regen filed an Investigational
New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial In this study we will
seek to determine the safety and potential efficacy of intravenously administered autologous SVF cells in 10 patients with severe
aplastic anemia that is resistant to immune suppressive therapy.

Also in early stage development by the
Company are HemaXellerate II and DCell Vax.

Unlike HemaXellarate which utilizes
the patient’s own fat tissue to harvest the cells needed to repair damaged bone marrow and stimulate production of blood
cells HemaXellarate II utilizes third party placental tissue to harvest these cells.

DCell Vax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA
that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently
reimplanted in the cancer patient. A plasmid is a small DNA molecule that is physically separate from, and can replicate
independently of, chromosomal DNA within a cell.

Dendritic cells assist
a part of the immune system known as the adaptive immune system by identify cancer cells as foreign and presenting this information
to other immune cells called T lymphocytes (‘T cells”) enabling the T-cells learn to recognize the tumour as a foreign
invader and respond more strongly to destroy it. IDO is an enzyme that is believed to suppress the body’s immune response
to the cancer cells by suppressing T Cells as well as halting the dendritic cell from activating T cells. The dendritic cells that
are treated with the IDO-blocking plasmid become resistant to the influence of cancer cells which cause the dendritic cell to express
IDO.

The therapeutic
concept behind the HemaXellerate products derives from intellectual property licensed to the Company by Oregon Health & Science
University (US patent No. 6,821,513 “Method for enhancing hematopoiesis” issued Nov. 23, 2004) pursuant to an agreement
entered into by the parties on June 5, 2013. This agreement was terminated by mutual consent on August 8, 2013 due to the fact
that US patent No. 6,821,513 had expired due to nonpayment of the required maintenance fees by Oregon Health & Science University.
The Company has been informed by its counsel and believes that the expiration of US patent No. 6,821,513 signifies that no party
can be sued for future infringement based on the patent. Thus the Company is free to practice the claimed methods recited in the
expired patent in the future without being liable for patent infringement based on the patent.

Regen has filed
applications for patent protection with respect to internally developed intellectual property covering the HemaXellaerate products
in development (61/648898 - Acceleration of Hematopoietic Reconstitution by Placental Endothelial and Endothelial Progenitor Cells
and 61/670791 - Treatment of Hematopoietic Disorders, covering placenta and fat tissue as sources of endothelial cells for therapy).

The therapeutic
concept behind DCell Vax is derived primarily from

 (a) intellectual property acquired from Dr. Wei Ping Min on May 1, 2013

 (b) Intellectual property licensed to the Company by Benitec Australia
Limited on August 5, 2013

We
generated net losses of $404,363 during the period from April 24, 2012(inception) through June 30, 2013. This condition raises
substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent on our ability
to meet our obligations, to obtain additional financing as may be required and ultimately to attain profitability. Our auditor's
report dated September 19, 2013 expressed substantial doubt about our ability to continue as a going concern.

    At June 30, 2013

    Selected Balance Sheet Information:

    unaudited

    Cash

    $
    3,653

    Current assets

    3,653

    Total assets

    $
    3,653

    Current liabilities

    $
    0

    Total liabilities

    0

    Total stockholders' equity (deficit)

    $
    3,653

As of June 30, 2013  we
had $3,653  cash on hand and current liabilities of $0.

We feel we will not be able
to satisfy its cash requirements over the next twelve months and shall be required to seek additional financing.

We currently plan to raise
additional funds primarily by offering securities for cash and applying for grants .

From the period beginning
July 1, 2013 and ending September 23, 2013 the Company’s activities have been primarily focused upon

(a) the development of protocols
for pre-clinical research required to be undertaken with regard to the HemaXellerate I product in development in response to the
US Food and Drug Administration’s comments on the Company’s submitted IND

(b) the development of preclinical
research to be undertaken with regard to the development of dCell Vax

The following actions are
required to be undertaken by the Company in order to address comments made by the US Food and Drug Administration with regards
to the IND filed by the Company for HemaXellerate I

a) demonstration of safety
in an immune deficient model by intravenous administration bracketing the per kilogram dose proposed in the clinical study;

b) augmentation of existing
efficacy data by including details of blood cell responses after treatment.

Pursuant to a Service Agreement
entered into by and between the Company and Dr. Wei-Ping Min , on Sept 24, 2013 the Company began experiments required to be undertaken
in order to address the FDA’s comment concerning efficacy. Studies required to be undertaken in order to address the FDA’s
comments concerning safety are anticipated to begin in December 2013. It is estimated by the Company that completion of efficacy
studies will require 3 months, and the safety studies will be completed in 2 months. It is estimated by the Company that appropriate
review of the data by the FDA will take 30 days. Based on these assumptions, during the six months ending March 31, 2014 the Company
anticipates completion of all actions required to be undertaken with regards to addressing comments made by the US Food and Drug
Administration with regards to the IND filed by the Company for HemaXellerate I. The Company also anticipates commencement of the
Phase I clinical trial for HemaXellerate I anticipated to begin July 2014. The Company intends,

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