ENTEST GROUP, INC. - FORM 10-Q

Attached files

file	filename
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ENTEST GROUP, INC.	exh32_1.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - ENTEST GROUP, INC.	exh32_2.htm
EX-31.2 - CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER PURSUANT TO - ENTEST GROUP, INC.	exh31_2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO - ENTEST GROUP, INC.	exh31_1.htm
EX-10.7 - EXHIBIT 10.7 - ENTEST GROUP, INC.	exh10_7.htm
EX-10.6 - EXHIBIT 10.6 - ENTEST GROUP, INC.	exh10_6.htm
EX-10.5 - EXHIBIT 10.5 - ENTEST GROUP, INC.	exh10_5.htm
EX-10.4 - EXHIBIT 10.4 - ENTEST GROUP, INC.	exh10_4.htm
EX-10.3 - EXHIBIT 10.3 - ENTEST GROUP, INC.	exh10_3.htm
EX-10.2 - EXHIBIT 10.2 - ENTEST GROUP, INC.	exh10_2.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 333-154989

	ENTEST BIOMEDICAL, INC.
	(Exact name of small business issuer as specified in its charter)

Nevada	26-3431263
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	4700 Spring Street, St 304, La Mesa, California 91942
	(Address of Principal Executive Offices)

	(619)-702-1404
	(Issuer’s telephone number)


	None
	(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☐ Non-accelerated filer	☒ Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 31, 2017 there were 44,220,472 shares of common stock issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

Transitional Small Business Disclosure Format (Check One)

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

ENTEST BIOMEDICAL, INC.
Consolidated Balance Sheet
	As of May 31, 2017			As of August 31, 2016
	(unaudited)
ASSETS
Current Assets
Cash		31,671			859
Accrued Interest Receivable		789
Current Portion of Prepaid Expenses		10,996			8,000
Accrued Rent Receivable		30,000			15,000
Notes Receivable		37,449
Total Current Assets		110,905			23,859

OTHER ASSETS
Available for Sale Securities		136,500


TOTAL ASSETS		247,405			23,859

LIABILITES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable		31,501			112,162
Notes Payable		8,950			455,601
Due to Other		8,000			8,000
Accrued Expenses		313,137			426,965
Total Current Liabilities		361,588			1,002,728


TOTAL LIABILITIES		361,588			1,002,728

STOCKHOLDERS' EQUITY
Common Stock, authorized 500,000,000 shares as of May 31, 2017 and August 31, 2016; issued and outstanding 44,220,472(par value $0.0001) as of May 31, 2017 and 40,170,472 as of August 31, 2016		4,416			4,011
Preferred Stock ,par value $0.0001 5,000,000 shares authorized,
Series AA Preferred Stock, 100,000 shares authorized, 667 shares, par value $0.0001, issued and outstanding at May 31, 2017 and as of August 31, 2016		0			0
Series B Preferred 4,400,000 shares authorized, 28009 ( par value $0.0001) issued and outstanding as of August 31, 2017 and 728,009 issued and outstanding as of May 31, 2017		73			3
Series AAA Preferred, 300,000 shares authorized, $0.0001 par value 533 shares outstanding as of August 31, 2016 and as of May 31, 2017		0			0
NonVoting Convertible Preferred ($1 par value) 200,000 shares and 3,000,000 shares authorized as of August 31, 2016 and May 31, 2017 respectively, 0 and 923,681 issued and outstanding as of August 31, 2016 and May 31, 2017, respectively		923,681			0

Additional Paid in Capital		6,974,290			6,148,054
Contributed Capital		274,162			274,162
Accumulated Deficit		(8,422,598	)		(7,405,099	)
Accumulated Other Comprehensive Income		131,500
Total Stockholders' Equity Entest Biomedical, Inc.		(114,476	)		(978,869	)
Non Controlling Interest Zander Therapeutics Inc.		293
Stockholders Equity		(114,183	)		(978,869	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY		247,405			23,859

The accompanying Notes are an integral part of these Financial Statements

ENTEST BIOMEDICAL INC.
Consolidated Statement of Operations
(unaudited)	Quarter Ended			Quarter Ended			Nine Months Ended			Nine Months Ended
	May 31, 2017			May 31, 2016			May 31, 2017			May 31, 2016
TOTAL REVENUE		0			0			0			0


COSTS AND EXPENSES
Research and Development		12,020			0			14,520			92,500
Rent Costs		8,988			10,518			28,494			31,149
General and Administrative		44,655			56,681			180,859			170,817
Consultant's Expenses		36,038			18,423			188,945			56,125
Total Costs and Expenses		101,701			85,622			412,818			350,591

OPERATING LOSS		(101,701	)		(85,622	)		(412,818	)		(350,591	)

OTHER INCOME AND EXPENSE
Rental income		15,000			15,000			45,000			45,000
Interest Income		789						789
Other Income		11,605						76,697
Loss on issuance of stock below fair value								(107,700	)
Interest Expense		(15,882	)		(7,212	)		(42,662	)		(20,565	)
Impairment of Property and equipment
TOTAL OTHER INCOME AND EXPENSE		11,512			7,788			(27,876	)		24,435

LOSS BEFORE INCOME TAXES		(90,189	)		(77,834	)		(440,694	)		(326,156	)
income Taxes		0			0			0			0

NET LOSS

NET LOSS from continuing
Operations		(90,189	)		(77,834	)		(440,694	)		(326,156	)
Less: (Net Income) Loss attributable to non controlling interest
in Zander Therapeutics, Inc.		68						68

NET LOSS available to common shareholders		(90,121	)		(77,834	)		(440,626	)		(326,156	)

BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE FROM CONTINUING OPERATIONS		(0.002	)		(0.002	)		(0.011	)		(0.011	)





WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING		40,739,703			40,170,472			41,630,766			30,182,328

The accompanying Notes are an integral part of these Financial Statements

ENTEST BIOMEDICAL , INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
	Quarter Ended May 31
	2017	2016
Net Income (Loss)	$ (90,189)	$ (77,834)
Add:
Unrealized Gains on Securities	0	0
Less:
Unrealized Losses on Securities	(92,050)	0
Total Other Comprehensive Income (Loss)	(92,050)	0
Comprehensive Income	$ (182,239)	$ (77834)

	Nine Months Ended May 31
	2017	2016
Net Income (Loss)	$ (440,694)	(326,156)
Add:
Unrealized Gains on Securities	223,500	0
Less:
Unrealized Losses on Securities	(92,050)	0
Total Other Comprehensive Income (Loss)	131,450	0
Comprehensive Income	$ (309,244)	$ (326,156)

The accompanying Notes are an integral part of these Financial Statements

ENTEST BIOMEDICAL, INC.
Consolidated Statement of Cash Flows
(Unaudited)
	Nine Months Ended			Nine Months Ended
	May 31, 2017			May 31, 2016
OPERATING ACTIVITIES
Net (loss)		(440,694	)		(326,156	)

Adjustments to reconcile net loss to net cash used by operating activities:
Increase ( Decrease) in Common Stock issued to consultants		12,720
Increase (Decrease) in Preferred Stock issued to consultants		70
Increase (Decrease) in Additional paid in Capital		64,709			92,400
increase ( Decrease) in Common Stock issued for expenses					192,000
increase (Decrease) in Preferred Stock issued for expenses		83,000
Increase in issuance of stock below fair value		107,700

Changes in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		(2,996	)
Increase (Decrease) in Accounts Payable		(80,661	)		(836	)
(Increase)Decrease in Accrued Rental Income Receivable		(15,000	)		(5,000	)
(Increase) Decrease in Accrued Interest Receivable		(789	)
(Increase) Decrease in Notes Receivable		(37,449	)
Increase (Decrease) in Accrued Expenses		(113,827	)		10,053
Net Cash Provided (Used) in Operating Activities		(423,217	)		(37,539	)
INVESTING ACTIVITIES
Securities Purchased for Cash		(5,000	)
Net cash Provided by (Used in) Investing Activities		(5,000	)

FINANCING ACTIVITIES
Common Stock Issued for cash		15,000
Common Stock of Subsidiary issued for cash		20,000
Increase (Decrease) in Notes Payable		424,029			40,062
Net Cash Provided by Financing Activities		459,029			40,062
Net (Decrease) Increase in Cash		30,812			2,523

Cash at Beginning of Period		859			2,159

Cash at End of Period		31,671			4,682

Supplemental Disclosure of Noncash investing and financing activities:
Common Stock issued for Debt
Preferred Stock issued for Debt		840,681

The accompanying Notes are an integral part of these Financial Statements

Entest BioMedical, Inc.

Notes to Consolidated Financial Statements

As of May 31, 2017

The accompanying unaudited interim condensed consolidated financial statements of Entest Biomedical, Inc. (“Entest” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended August 31, 2016. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Entest Biomedical, Inc ( The “Company”) was incorporated in the State of Nevada on September 24, 2008 as JB Clothing Corporation. Until July 10, 2009, the Company’s principal business objective was the offering of active/leisure fashion design clothing.

On July 10, 2009 the Company abandoned its efforts in the field of active/leisure fashion design clothing when it acquired 100% of the share capital of Entest BioMedical, Inc., a California corporation, (“Entest CA”).

On June 18, 2015 the Company formed Zander Therapeutics, Inc. (“Zander”) , a Nevada corporation. Zander is a 99.734% owned subsidiary of the Company as of May 31, 2017.

The Company’s current business consists of the development and commercialization of immunotherapeutic therapies for the veterinary market as well as the acquisition and operation of veterinary hospitals.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted an August 31 fiscal year-end. The Company recognizes revenue from services and product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Entest CA and Zander;. the Company’s wholly owned subsidiaries. Significant inter-company transactions have been eliminated.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

D. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

E. PROPERTY AND EQUIPMENT

As of May 31, 2017 Property and Equipment consists of $0 of Computer equipment. An impairment charge of $1,919 has been recognized by the Company on one personal computer during the quarter ended August 31, 2015 as the Company has determined that the equipment has no value due to obsolescence.

F. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s financial instruments as of May 31, 2017 consisted of $ 8,950 of Notes Payable and $8,000 due to TheraCyte, Inc.. The fair value of all of the Company’s financial instruments as of May 31, 2017 were valued according to the Level 3 input. The carrying amount of the financial instruments is equal to the fair value as determined by the Company.

The Company has determined that there are no Level 1 or Level 2 inputs for determining the fair value of the Company’s financial instruments. Fair value was determined by the Company utilizing its own assumptions and estimation. There were no transfers between levels for the period presented.

G. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “ Income Taxes. ” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of May 31, 2017 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

H. BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception. Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. All convertible debt has an anti-dilutive effect on the EPS, therefore Diluted earnings per share are the same as basic earnings per share.

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

The following accounting standards updates were recently issued and have not yet been adopted by the Company. These standards are currently under review to determine their impact on the Company’s consolidated financial position, results of operations, or cash flows.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $8,422,598 during the period from August 22, 2008 (inception) through May 31, 2017. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds primarily by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. During the quarter ended May 31, 2017 Entest Biomedical, Inc. raised $15,000 through the sale for cash of equity securities. During the quarter ended May 31, 2017 Zander Therapeutics, Inc. raised $20,000 through the sale for cash of equity securities.

NOTE 5. NOTES PAYABLE

As of May 31, 2017

Notes Payable:

David Koos ( See Note 6)	$	100
Dunhill Ross Partners, Inc.	$	850
Blackbriar Partners (See Note 6)		8,000
Total	$	8,950

$1,000 lent to the Company by Blackbriar Partners is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum

$7,000 lent to the Company by Blackbriar Partners is due and payable February 28, 2018 and bears simple interest at a rate of 10% per annum.

Blackbriar Partners is controlled by David R. Koos , the Company’s sole officer and director.

As of May 31, 2017 the Company remains indebted to David R. Koos , the Company’s sole officer and director, in the principal amount of $100 due and payable in whole or in part at the demand of David Koos and bearing simple interest at a rate of 15% per annum.

NOTE 6. RELATED PARTY TRANSACTIONS

As of May 31, 2017 Regen Biopharma, Inc is indebted to Entest Biomedical, Inc. in the principal amount of $30,449 due and payable in whole or in part at the demand of Entest Biomedical, Inc, and bearing simple interest at a rate of 10% per annum. As of May 31, 2017 Regen Biopharma, Inc is indebted to Zander. in the principal amount of $7,000 due and payable in whole or in part at the demand of Zander, and bearing simple interest at a rate of 10% per annum. David Koos, the Company’s Chairman and CEO, is also the Chairman and CEO of Regen of Regen Biopharma, Inc.

As of May 31, 2017 the Company remains indebted to Blackbriar Partners in the principal amount of $8,000 of which $1,000 is due and payable February 17, 2018 and bears simple interest at a rate of 10%per annum and of which $7,000 is due and payable February 28, 2018 and bears simple interest at a rate of 10% per annum.

On October 1, 2014 Regen Biopharma Inc. entered into an agreement to sublease approximately 2,320 square feet of office space from the Company. Entest Biomedical Inc. is under common control with Regen Biopharma, Inc. as the Chairman and CEO of the Company also serves as the Chairman and CEO of Regen Biopharma, Inc. The sublease is on a month to month basis and rent payable to the Company by Regen Biopharma Inc is equal to the rent payable to the lessor by the Company and is to be paid in at such time specified in accordance with the original lease agreement between the Company and the lessor. On January 20, 2015 the sublease was amended retroactive to January 1, 2015 as follows:

The rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000) and is to be paid in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”) and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.

On June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen years.

Pursuant to the Agreement, Zander shall pay to Regen one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15^th, 2016 and each subsequent anniversary of the effective date of the Agreement.

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.

Pursuant to the Agreement, Zander shall pay to Regen royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

Pursuant to the Agreement, Zander will pay Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Regen receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to Regen minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

The Agreement may be terminated by Regen:

If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.

The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to Regen with regard to that License IP.

The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to Regen with regard to that License IP is terminated.

The Agreement may be terminated by either party in the event of a material breach by the other party.

On September 28, 2015 the Company issued 8,000,000 of its common shares to Regen in satisfaction of the license initiation fee.

During the quarter ended November 30, 2016 the Company paid $17,000 to Regen as a partial payment of the July 15^th, 2016 liability.

On May 30, 2017 the “Company issued 83,000 shares of its Non Voting Convertible Preferred Stock (“ Shares”) to Regen of $83,000 of the July 15^th, 2016 liability.

On February 28, 2016, the Company purchased from a third party 3,500,000 shares of the Series A Preferred stock of Regen Biopharma, Inc for consideration consisting of $5,000 cash.

NOTE 7. INCOME TAXES

As of May 31, 2017
Deferred tax assets:
Net operating tax carry forwards	$	2, 868,323
Other		-0-

Gross deferred tax assets		2,868,323
Valuation allowance		(2, 868,323	)
Net deferred tax assets	$	-0-

As of May 31, 2017 the Company has a Deferred Tax Asset of $ 2,868,323 completely attributable to net operating loss carry forwards of approximately $ 8,436,245(which expire 20 years from the date the loss was incurred) consisting of:

(a) $ 13,647 of Net Operating Loss carry forwards acquired in the reverse acquisition of Entest BioMedical, Inc., a California corporation, and

(b) $ 8,422,598 of Net Operating Loss carry forwards attributable to Entest BioMedical, Inc.

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. In addition, the reverse acquisition in which Entest BioMedical, Inc. was involved in 2009 has resulted in a change of control. Internal Revenue Code Sec 382 limits the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company has recorded a valuation allowance reducing all deferred tax assets to $ -0-.

Income tax is calculated at the 34% Federal Corporate Rate.

NOTE 8. ACQUISITION OF ENTEST CA

On July 10, 2009 the Company acquired 100% of Entest CA, a California corporation and wholly owned subsidiary of the Company, from BMSN for consideration consisting of (a) the issuance to BMSN of 10,000,000 newly issued common shares of Entest and (b) the return by Mr. Rick Plote of 10,000,000 shares of Entest’s common stock previously issued to him by Entest for cancellation.

NOTE 9. ACQUISITION OF THE ASSETS OF PET POINTERS, INC.

On January 4, 2011 Entest CA acquired from Pet Pointers, Inc., a California corporation doing business as McDonald Animal Hospital (“Seller”), and Dr. Gregory McDonald DVM (“McDonald”) all the goodwill from McDonald and assets of Seller except cash and accounts receivables used in connection with the operation of a veterinary medical clinic located at 225 S. Milpas Street, Santa Barbara, CA 93103 (the "Business").

Consideration for the acquisition consisted of:

I. $70,000 in cash

II. $210,000 of the Company’s common shares valued at the closing price per share as of January 4, 2011

III. Payment of no more than $78,000 to a creditor of the Seller to be paid in monthly installments of $1,500 per month

IV. Payment of no more than $25,000 to additional creditors of the Seller to be paid in monthly installments of $825 per month

V. Payment of $50,000 to McDonald on the first business day of the fourth month following the closing of the acquisition (“Closing”).

NOTE 10. DISPOSITION OF THE ASSETS OF PET POINTERS, INC.

On November 28, 2012 the “Company executed an agreement (“Agreement”) with Gregory McDonald ("McDonald"), Pet Pointers, Inc. ("Pet Pointer") whereby Mc Donald and Pet Pointer would acquire from the Company all assets (with the exception of cash and accounts receivable) utilized by the Company in the operation of the McDonald Animal Hospital, a full service veterinary clinic owned and operated by the Company and located in Santa Barbara, California (“McDonald Asset Sale”).

On October 10, 2012 a Complaint (“Complaint”) was filed in the Superior Court of the State of California against the Company and David Koos by McDonald, a former employee of the Company, alleging breach of contract and breach of the covenant of good faith and dealing in connection with the assumption of lease obligations by the Company in connection with the acquisition of the assets of Pet Pointers, Inc breach of contract and breach of the covenant of good faith and dealing in connection with an employment agreement enters into with McDonald inc connection with the Acquisition, breach of contract in connection with the Acquisition purchase agreement, breach of the covenant of good faith and dealing in connection with the Acquisition purchase agreement, implied indemnity in connection to amounts owed by McDonald to Anthony and Judi Marinelli, the Internal Revenue Service, and the California Franchise Tax Board, intentional misrepresentation, negligent misrepresentation , failure to pay wages and violations of Sections 2802, 203, and 2806 of the California Labor Code. The Complaint sought judgment for nominal damages, actual damages, compensatory damages, lost wages, compensation, expenses wage benefits and penalties pursuant to California Labor Code Sections 203 et al, 2802 and 2806, indemnification, accrued interest, punitive damages, costs of suit and attorney’s fees.

As consideration to the Company for the assets acquired, McDonald and Pet Pointers provided to the Company a General release whereby McDonald and Pet Pointer waive, release and discharge the Company and their respective assignees, officers, directors, shareholders, boards, owners, employees, attorneys, agents, trustors, trustees, beneficiaries, heirs, successors, and representatives from all known and unknown claims, demands, causes of action, attorney's fees, costs, or expenses including:

(1) All claims relating to the Complaint.

(2) Those owed by McDonald to Anthony and Judi Marinelli which the Company became obligated to pay on McDonald’s behalf pursuant to the asset purchase agreement entered into between the Company and Gregory McDonald and Pet Pointers, Inc on January 4, 2011.

(3) Those amounts owed by McDonald to the Internal Revenue Service which the Company became obligated to pay on McDonald’s behalf pursuant to the asset purchase agreement entered into between the Company and Gregory McDonald and Pet Pointers, Inc on January 4, 2011.

(4) Those amounts owed by McDonald to the California Franchise Tax Board which the Company became obligated to pay on McDonald’s behalf pursuant to the asset purchase agreement entered into between the Company and Gregory McDonald and Pet Pointers, Inc on January 4, 2011.

Assets disposed of pursuant to the Agreement include approximately $4,840 of Property Plant and Equipment net of accumulated depreciation as well as all inventory held at the McDonald Animal Hospital.

Assets disposed of pursuant to the Agreement also include

(i) Essentially all intellectual property, including computer software, utilized in connection with the operation of the McDonald Animal Hospital

(ii) All telephone numbers, fax numbers, service marks, trademarks, trade names, fictitious business names, websites, business email addresses, vendor lists, promotional materials, vendor records and any and all business records including, but not limited to, such items stored in computer memories, microfiche, paper record or by any other means relevant to the operation of the McDonald Animal Hospital.

(iii) All customer lists, customer contacts, and any and all customer records that are related to the McDonald Animal Hospital.

As a result of the agreement, the Company recorded a non-cash pre-tax charge for the impairment of goodwill recorded in connection with the acquisition of the McDonald Animal Hospital of approximately $405,000 for the quarter ended November 30, 2012.

Pursuant to the Agreement, the Company is obligated to make payment of $13,000 within five days of the Closing of the Agreement as such term is defined in the Agreement.

Pursuant to the Agreement, the Company agrees to waive, release and discharge McDonald and Pet Pointer from all known and unknown claims, demands, causes of action, attorney's fees, costs, or expenses.

NOTE 11. COMMITMENTS AND CONTINGENCIES

On November 1, 2011, the Company entered into an agreement to lease approximately 2,320 square feet of office space beginning December 1, 2011 for a period of five years.

Rent to be charged to the Company pursuant to the lease is as follows:

$2,996 per month for the period beginning December 1, 2011 and ending November 30, 2012

$3,116 per month for the period beginning December 1, 2012 and ending November 30, 2013

$3,241 per month for the period beginning December 1, 2013 and ending November 30, 2014

$3,371 per month for the period beginning December 1, 2014 and ending November 30, 2015

$3,506 per month for the period beginning December 1, 2015 and ending November 30, 2016

On November 27, 2016 the lease was extended until November 30, 2021

Rent to be charged to the Company pursuant to the extension is as follows:

$2,996 per month for the period beginning December 1, 2016 and ending November 30, 2017

$3,116 per month for the period beginning December 1, 2017 and ending November 30, 2018

$3,241 per month for the period beginning December 1, 2018 and ending November 30, 2019

$3,371 per month for the period beginning December 1, 2019 and ending November 30, 2020

$3,506 per month for the period beginning December 1, 2020 and ending November 30, 2021

This property is utilized as office space. The Company believes that the foregoing property is adequate to meet its current needs. While it is anticipated that the Company will require access to laboratory facilities in the future, the Company believes that access to such facilities are available from a variety of sources.

NOTE 12. NOTES RECEIVABLE

NOTE 13. STOCKHOLDERS EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of May 31, 2017:

Common Stock:

$0.0001 par value, 500,000,000 shares authorized and 44,220,472 shares issued and outstanding as of May 31, 2017.

Preferred Stock:

$0.0001 par value 5,000,000 shares authorized of which:

	(a)	100,000 are authorized as Series AA Preferred Stock of which 667 shares are issued and outstanding as of May 31, 2017 and
	(b)	4,400,000 are authorized as Series B Preferred Stock of which 728,009 shares are issued and outstanding as of May 31, 2017 and
	(c)	300,000 are authorized as Series AAA Preferred Stock of which 533 shares are issued and outstanding as of May,31 2017.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.10 per share of Series B Preferred Stock (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series B Preferred Stock held by them.

If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series B Preferred Stock, then the entire net assets of the Company shall be distributed among the holders of the Series B Preferred Stock, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board..

Non Voting Convertible Preferred Stock having a $1.00 par value:

3,000,000 shares authorized of which 923,681 shares are issued and outstanding as of May 31, 2017 .

Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a conversion price equal to the greater of $0.01 per share or seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt by the corporation of the holder’s intent to convert.

“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

NOTE 14. INVESTMENT SECURITIES

On February 28, 2017 the Company purchased 3,500,000 of the Series A Preferred shares of Regen Biopharma, Inc.for consideration consisting of $5,000.

The Series A Preferred shares of Regen Biopharma, Inc.described above constitute the Company’s sole investment securities as of May 31, 2017.

As of May 31, 2017:

	3,500,000		Series A Preferred shares of Regen Biopharma, Inc

	Basis		Fair Value	Total Unrealized Gains in Other Comprehensive Income	Net Unrealized Gain or (Loss) realized during the quarter ended May 31, 2017
$	5,000	$	$136,500	131,500	(92,050	)

NOTE 15. STOCK TRANSACTIONS

Common Shares

On March 10, 2017 the Company issued 100,000 of its Common Shares as consideration for services.

On April 3, 2017 the Company issued 750,000 of its Common Shares for consideration of $15,000

On May 30, 2017 the Company issued 100,000 of its Common Shares to Synergy Business Consultants, Inc. as consideration for services.

Series B Preferred Shares

On March 10, 2017 the Company issued 500,000 of its Series B Preferred Shares as additional consideration towards the purchase of investment securities.

On March 10, 2017 the Company issued 100,000 of its Series B Preferred Shares as consideration for services

On March 31, 2017 the Company issued 100,000 of its Series B Preferred Shares as consideration for services

Non Voting Convertible Preferred Shares

On May 30, 2017 the Company issued 840,681 of its Non Voting Convertible Preferred Shares in satisfaction of $840,681 of principal indebtedness.

On May 30, 2017 the Company issued 83,000 of its Non Voting Convertible Preferred Shares in satisfaction of $83,000 of expenses accrued but unpaid.

The issuance of 923,681 of the Company’s Non Voting Convertible Preferred Shares during the quarter ended May 31, 2017 resulted in the recognition of a Beneficial Conversion Feature of $576,804 which was immediately amortized.

Common Shares of Zander Therapeutics Inc.

On April 10, 2017 Zander issued 8,000 of its common shares for consideration of $20,000.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10K for the year ended August 31, 2016. All references to” We”, “Us”, “Company” or the “Company” refer to Entest BioMedical, Inc and its majority owned subsidiary Zander Therapeutics, Inc.

As of May 31, 2017 we had Cash in the amount of $31,671 and as of August 31, 2016 we had Cash in the amount of $859.

The increase in Cash of approximately 3,587% is primarily attributable to loans granted to the Company and Zander Therapeutics,Inc. by third party lenders and sale of equity securities by the Company and Zander Therapeutics, Inc. offset by payments of $50,000 of accrued salaries paid to the Company’s Chief Executive Officer during the quarter ended November 30, 2016 , payments of $12,000 of accrued salaries paid to the Company’s Chief Executive Officer during the quarter ended February 28, 2017 as well as the cost of operating the Company’s business.

As of May 31, 2017 we had Accrued Rent Receivable of $30,000 and as of August 31, 2016 we had Accrued Rent Receivable of $15,000.

The increase in Accrued Rent Receivable of 100% is attributable to rental income earned by but unpaid to the company by Regen Biopharma, Inc. for the months of December 2016 through May 2017.

As of May 31, 2017 we had Notes Receivable in the amount of $37,449 and as of August 31, 2016 we had Notes Receivable in the amount of $0.

The increase in Notes Receivable is attributable to:

(i)

$30,449 lent by the Company to Regen Biopharma, Inc.

(ii)

$7,000 lent by Zander Therapeutics,Inc. to Regen Biopharma,Inc.

Regen Biopharma, Inc. is under common control with the Company.

As of May 31, 2017 we had Accrued Interest Receivable in the amount of $789 and as of August 31, 2016 we had Accrued Interest Receivable in the amount of $0.

The increase in Accrued Interest Receivable is attributable to interest earned but unpaid due to the Company and Zander Therapeutics, Inc. on monies lent to Regen Biopharma, Inc.

As of May 31, 2017 we had Securities Available for Sale in the amount of $136,500 and as of August 31, 2016 we had Securities Available for Sale in the amount of $0.

The increase in Securities Available for Sale is attributable to the purchase by the Company of 3,500,000 of the Series A Preferred shares of Regen Biopharma, Inc. from an unaffiliated third party.

As of May 31, 2017 we had Accounts Payable of $31,501 and as of August 31, 2016 we had Accounts Payable of $112,162.

The decrease in Accounts Payable of approximately 71.9% is primarily attributable to

(a)the derecognition by the Company during the quarter ended November 30, 2016 of $65,092 of aged payables which are effectively uncollectible by the creditors due to the expiration of the statute of limitations imposed upon such collection activity pursuant to relevant statute.

(b) the derecognition by the Company during the quarter ended May 31, 2017 of $11,605 of aged payables which are effectively uncollectible by the creditors due to the expiration of the statute of limitations imposed upon such collection activity pursuant to relevant statute.

As of May 31, 2017 we had Notes Payable of $ 8,950 and as of August 31, 2016 we had Notes Payable of $455,601.

The decrease in Accounts Payable of approximately 98% is primarily attributable to:

The settlement by the Company of $30,000 of principal indebtedness through the issuance of equity securities during the nine months ended May 31, 2017.

The settlement of $840,681 of principal indebtedness through the issuance of equity securities during the nine months ended May 31, 2017.

Offset by borrowings by the Company from third party lenders.

As of May 31, 2017 we had Accrued Expenses of $313,137 and as of August 31, 2016 we had Accrued Expenses of $426,965.

The decrease in Accrued Expenses of approximately 26.6% is primarily attributable to:

(a)

Payment during the six months ended February 28, 2017 of $62,000 of salary accrued but unpaid to David R. Koos, the Company’s sole officer.

(b)

Partial payment of $17,000 to Regen Biopharma, Inc. against $100,000 of expenses incurred as a result of that agreement entered into by and between Regen Biopharma, Inc. ( “Regen”) and Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years. David Koos , CEO of the Company and Zander, serves as Chairman and Chief Executive Officer of Regen.

(c) Settlement of $83,000 due to Regen Biopharma, Inc incurred as a result of that agreement entered into by and between Regen Biopharma, Inc. ( “Regen”) and Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years. David Koos , CEO of the Company and Zander, serves as Chairman and Chief Executive Officer of Regen.

Offset by:

$12,335of accruals of interest payable during the quarter ended November 30, 2016.

$14,445of accruals of interest payable during the quarter ended February 28, 2017.

$510 of rental expenses incurred but unpaid during the six months ended February 28, 2017.

$15,881 of accruals of interest payable during the quarter ended May 31, 2017.

$5,000 of salary accrued but unpaid to David R. Koos, the Company’s sole officer, during the quarter ended may 31, 2017.

Material Changes in Results of Operations

Revenues from continuing operations were $0 for the three months ended May 31, 2017 and -0- for the three months ended May 31, 2016. Net Losses from continuing operations were $90,189 for the three months ended May 31, 2017 and $77,834 for the same period ended 2016.

The increase in Net Losses from continuing operations of approximately 16% is primarily attributable to higher Research and Development and Consulting expenses incurred during the three months ended May 31, 2017 as compared to the same period ended 2016 offset by (i) lower rental, General and Administrative and Interest Expenses incurred during the three months ended May 31, 2017 as compared to the same period ended 2016 and (ii) the derecognition by the Company during the quarter ended May 31, 2017 of $11,605 of aged payables which are effectively uncollectible by the creditors due to the expiration of the statute of limitations imposed upon such collection activity pursuant to relevant statute.

Revenues from continuing operations were $0 for the nine months ended May 31, 2016 and -0- for the nine months ended May 31, 2017. Net Losses from continuing operations were $440,694 for the nine months ended May 31, 2017 and $326,156 for the same period ended 2016.

The increase in Net Losses from continuing operations of approximately 35% is primarily attributable to the recognition during the quarter ended February 28, 2017 of 107,700 of expense attributable to Issuance of Securities for less than Fair Value offset by the recognition during the quarter ended November 30, 2016 of $65,092 of income attributable to the derecognition of $65,092 of aged payables which are effectively uncollectible by the creditors due to the expiration of the statute of limitations imposed upon such collection activity pursuant to relevant statute and the recognition during the quarter ended May 31 , 2017 of $11,605 of income attributable to the derecognition by the Company during the quarter ended May 31, 2017 of $11,605 of aged payables which are effectively uncollectible by the creditors due to the expiration of the statute of limitations imposed upon such collection activity pursuant to relevant statute.

Liquidity and Capital Resources

As of May 31, 2017 we had $31,671cash on hand and current liabilities of $361,588 such liabilities consisting of Accounts Payable, Notes Payable, Amounts due to Others and Accrued Expenses.

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

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

There is no guarantee that we will be able to raise any capital through any type of offerings. We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.

As of June 17, 2017 we are not party to any binding agreements which would commit Entest to any material capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item..

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company's Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company's internal controls during the period commencing on March 1, 2017 and ending on May 31 2017, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that there were no changes to the Company's internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Shares

On March 10, 2017 the Company issued 100,000 of its Common Shares (“Shares”) as consideration for services.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On April 3, 2017 the Company issued 750,000 of its Common Shares (“Shares”) for consideration of $15,000

On May 30, 2017 the Company issued 100,000 of its Common Shares (“Shares”) to Synergy Business Consultants, Inc. as consideration for services.

Series B Preferred Shares

On March 10, 2017 the Company issued 500,000 of its Series B Preferred Shares (“Shares”) as additional consideration towards the purchase of investment securities.

On March 10, 2017 the Company issued 100,000 of its Series B Preferred Shares (“Shares”) as consideration for services. Subsequent to the expiration of a six month period after the clearance of a Registration Statement registering securities of Zander Therapeutics, Inc under the Securities Act of 1933, the Shares may be exchanged for an equivalent number of the common shares of Zander Therapeutic, Inc.

On March 31, 2017 the Company issued 100,000 of its Series B Preferred Shares as consideration for services. Subsequent to the expiration of a six month period after the clearance of a Registration Statement registering securities of Zander Therapeutics, Inc under the Securities Act of 1933, the Shares may be exchanged for an equivalent number of the common shares of Zander Therapeutic, Inc.

Non Voting Convertible Preferred Shares

On May 30, 2017 the Company issued 840,681 of its Non Voting Convertible Preferred Shares (“Shares”) in satisfaction of $840,681 of principal indebtedness.

On May 30, 2017 the Company issued 83,000 of its Non Voting Convertible Preferred Shares (“Shares”) in satisfaction of $83,000 of expenses accrued but unpaid.

Common Shares of Zander Therapeutics Inc.

On April 10, 2017 Zander issued 8,000 of its common shares (“Shares”) for consideration of $20,000.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Reserved

None.

Item 5. Other Information

None

Item 6. Exhibits

31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
10.1	Synergy Business Consultants Agreement*
32.2	Purchase Agreement Regen Biopharma, Inc. Series A Preferred**
10.2	Synergy Business Consultants Agreement executed 4/21/2017
10.3	Form of Stock Purchase Agreement 500,000 shares
10.4	Form of Stock Purchase Agreement 250,000 shares
10.5	Form of Stock Purchase Agreement 8,000 shares Zander Therapeutics
10.6	Donnely Agreement
10.7	Black Agreement
3(i)	Text of Amendment to Certificate of Incorporation ***
10.8	Agreement with Regen Biopharma, Inc. (a)
10.9	Agreement with the Biotechnology Partners Business Trust (b)
10.10	Agreement with Dunhill Ross Partners, Inc.(c)
10.11	Agreement with the Bostonia Partners (d)
10.12	Agreement with Sherman Family Trust (e)

* incorporated by reference to Exhibit 10.1 of the Company’s From 10-Q for the period ended 2/28/2017

** incorporated by reference to Exhibit 32.2 of the Company’s From 10-Q for the period ended 2/28/2017

*** incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated May 24, 2017

(a)

Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated May 30, 2017

(b)

Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated May 30, 2017

(c)

Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated May 30, 2017

(d)

Incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated May 30, 2017

(e)

Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated May 30, 2017

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Entest BioMedical, Inc.
	a Nevada corporation

Dated: June 17, 2017	By: /s/ David R. Koos
	David R. Koos
	Chief Executive Officer

ENTEST GROUP, INC. - FORM 10-Q - June 22, 2017

Attached files

ENTEST GROUP, INC. Reports