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, 2015
☐ 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, 2015 there were 2,605,570,752
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, |
|
As of August 31, |
|
|
2015 |
|
2014 |
|
|
(unaudited) |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
9,260 |
|
|
$ |
734 |
|
Due from Affiliate |
|
|
— |
|
|
|
— |
|
Current
Portion of Prepaid Expenses |
|
|
8,000 |
|
|
|
8,000 |
|
Total Current Assets |
|
|
17,260 |
|
|
|
8,734 |
|
|
|
|
|
|
|
|
|
|
Property
& Equipment (net of accumulated depreciation) |
|
|
1,919 |
|
|
|
1,919 |
|
TOTAL
ASSETS |
|
$ |
19,179 |
|
|
$ |
10,653 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts Payable |
|
$ |
105,513 |
|
|
$ |
115.849 |
|
Notes Payable |
|
|
406,118 |
|
|
|
383,440 |
|
Convertible notes payable,
net of discount |
|
|
— |
|
|
|
— |
|
Due to Other |
|
|
8,000 |
|
|
|
8,000 |
|
Accrued
Expenses |
|
|
291,042 |
|
|
|
182,549 |
|
Total Current Liabilities |
|
|
810,673 |
|
|
|
689,838 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
810,673 |
|
|
|
689,838 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock, authorized 6,000,000,000 shares; issued and outstanding 2,605,570,752 (par value $0.0001) shares and 2,205,570,752
(par value $0.0001) as of May 31, 2015 and August 31, 2014, respectively |
|
|
259,657 |
|
|
|
219,657 |
|
Preferred
Stock, par value $0.0001; 5,000,000 shares authorized, 0 shares issued and outstanding as of August 31, 2014 and May 31,
2015 |
|
|
0 |
|
|
|
0 |
|
Series
AA Preferred Stock, 100,000 shares authorized, 100,000 shares, (par value $0.0001) issued and outstanding at May 31,
2015 and 100,000 shares (par value $0.0001) as of August 31, 2014 |
|
|
10 |
|
|
|
10 |
|
Series
B Preferred 4,400,000 shares authorized, 4,201,397 (par value $0.0001) issued and outstanding as of May 31, 2015 and
4,201,397 (par value $0.0001) issued and outstanding as of August 31, 2014 |
|
|
421 |
|
|
|
421 |
|
Series
AAA Preferred, 300,000 shares authorized, $0.0001 par value; 80,000 shares outstanding as of May 31, 2015 and August
31, 2014, respectively |
|
|
8 |
|
|
|
8 |
|
NonVoting
Convertible Preferred ($1 par value) 200,000 shares authorized, 0 and 0 issued and outstanding as of May 31, 2015 and
August 31, 2014, respectively |
|
|
0 |
|
|
|
0 |
|
Additional Paid-In Capital |
|
|
5,352,092 |
|
|
|
5,239,692 |
|
Contributed Capital |
|
|
274,162 |
|
|
|
274,162 |
|
Accumulated
Deficit |
|
|
(6,677,844 |
) |
|
|
(6,413,135 |
) |
Total Stockholders' Equity |
|
|
(791,494 |
) |
|
|
(679,185 |
) |
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
19,179 |
|
|
$ |
10,653 |
|
The
accompanying notes are an integral part to these financial statements.
ENTEST
BIOMEDICAL INC. | |
| |
| |
| |
|
Consolidated
Statement of Operations | |
| |
| |
| |
|
| |
| |
| |
| |
|
| |
Three
Months Ended | |
Three
Months Ended | |
Six
Months Ended | |
Six
Months Ended |
| |
May
31, 2015 | |
May
31, 2014 | |
May
31, 2015 | |
May
31, 2014 |
| |
(unaudited) | |
(unaudited) | |
(unaudited) | |
(unaudited) |
| |
| |
| |
| |
|
| |
| |
| |
| |
|
TOTAL
REVENUE | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
COSTS
AND EXPENSES | |
| | | |
| | | |
| | | |
| | |
Research
and Development | |
| 4,000 | | |
| 0 | | |
| 4,000 | | |
| 0 | |
Rent
Costs | |
| 13,484 | | |
| 9,723 | | |
| 33,320 | | |
| 28,794 | |
General
and Administrative | |
| 57,626 | | |
| 61,591 | | |
| 172,294 | | |
| 191,122 | |
Consultant's
Expenses | |
| 22,250 | | |
| 12,000 | | |
| 50,273 | | |
| 53,746 | |
Total
Costs and Expenses | |
$ | 97,360 | | |
$ | 83,314 | | |
$ | 259,887 | | |
$ | 273,662 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING
LOSS | |
| (97,360 | ) | |
| (83,314 | ) | |
| (259,887 | ) | |
| (273,662 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER
INCOME AND EXPENSE | |
| | | |
| | | |
| | | |
| | |
Rental
income | |
| 15,000 | | |
| 0 | | |
| 36,871 | | |
| 0 | |
Gain
on issuance of stock above fair value | |
| 0 | | |
| 0 | | |
| 0 | | |
| 6,000 | |
Other
Income | |
| 0 | | |
| 0 | | |
| 0 | | |
| 5,700 | |
Loss
on issuance of stock below fair value | |
| 0 | | |
| (464,500 | ) | |
| (20,000 | ) | |
| (522,994 | ) |
Interest
Expense | |
| (7,553 | ) | |
| (6,601 | ) | |
| (21,693 | ) | |
| (22,458 | ) |
Expense
attributable to issuance of common shares below par value | |
| 0 | | |
| 0 | | |
| 0 | | |
| (420,369 | ) |
TOTAL
OTHER INCOME AND EXPENSE | |
$ | 7,447 | | |
$ | (471,101 | ) | |
$ | (4,822 | ) | |
$ | (954,121 | ) |
| |
| | | |
| | | |
| | | |
| | |
LOSS
BEFORE INCOME TAXES | |
| (89,913 | ) | |
| (554,415 | ) | |
| (264,709 | ) | |
| (1,227,783 | ) |
Income
Taxes | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| |
| | | |
| | | |
| | | |
| | |
NET
LOSS | |
$ | (89,913 | ) | |
$ | (554,415 | ) | |
$ | (264,709 | ) | |
$ | (1,227,783 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET
LOSS from continuing operations | |
| (89,913 | ) | |
| (554,415 | ) | |
| (264,709 | ) | |
| (1,227,783 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
Income (Loss) from discontinued operations | |
| 0 | | |
| 0 | | |
| 0 | | |
| (3,753 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET
LOSS available to common shareholders | |
| (89,913 | ) | |
| (554,415 | ) | |
| (264,709 | ) | |
| (1,231,536 | ) |
| |
| | | |
| | | |
| | | |
| | |
BASIC
AND DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS | |
$ | (0.000) | | |
$ | (0.000) | | |
$ | (0.000) | | |
$ | (0.001) | |
| |
| | | |
| | | |
| | | |
| | |
BASIC
AND DILUTED EARNINGS (LOSS) PER SHARE FROM DISCONTINUED OPERATIONS | |
$ | (0.000) | | |
$ | (0.000) | | |
$ | (0.000) | | |
$ | (0.000) | |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |
| 2,431,944,378 | | |
| 1,767,920,116 | | |
| 2,376,894,281 | | |
| 1,274,953,975 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
The
accompanying notes are an integral part to these financial statements.
ENTEST BIOMEDICAL, INC. |
CONSOLIDATED STATEMENT OF CASH FLOWS |
|
|
|
|
|
|
|
|
|
|
Nine Months ended May 31, |
|
Nine Months ended May 31, |
|
|
2015 |
|
2014 |
|
|
(unaudited) |
|
(unaudited) |
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(264,709 |
) |
|
$ |
(1,227,783 |
) |
Adjustments to reconcile net loss to cash
used by operating activities: |
|
|
|
|
|
|
|
|
Amortization Expense |
|
|
0 |
|
|
|
270 |
|
Preferred Stock issued for accrued compensation |
|
|
0 |
|
|
|
21,000 |
|
Changes in Operating Assets and Liabilities: |
|
|
|
|
|
|
|
|
Increase (Decrease) in Accounts
Payable |
|
|
(10,336 |
) |
|
|
589 |
|
(Increase) Decrease in Due from
Affiliate |
|
|
0 |
|
|
|
33,017 |
|
Increase
(Decrease) in Accrued Expenses |
|
|
108,493 |
|
|
|
(115,092 |
) |
Net Cash Provided Used in Operating Activities |
|
|
(166,552 |
) |
|
|
(1,287,999 |
) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Expenses incurred resulting from issuance
of stock for less than par value |
|
|
0 |
|
|
|
420,369 |
|
(Increase) Decrease in gain on issuance
of stock for more than fair value |
|
|
0 |
|
|
|
(6,000) |
|
Increase (Decrease) in loss on issuance
of stock for less than fair value |
|
|
20,000 |
|
|
|
522,994 |
|
Increase (Decrease) in Common stock issued
for expenses |
|
|
0 |
|
|
|
4,420 |
|
Increase (Decrease) in Notes Payable |
|
|
62,678 |
|
|
|
249,055 |
|
Increase (Decrease) in Additional paid
in Capital |
|
|
92,400 |
|
|
|
92,400 |
|
Net Cash Provided by Financing Activities |
|
|
175,078 |
|
|
|
1,283,238 |
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATION |
|
|
|
|
|
|
|
|
Profit (Loss) from discontinued operations |
|
|
0 |
|
|
|
(3,753 |
) |
Net Increase in Cash |
|
|
8,526 |
|
|
|
(8,514 |
) |
Cash at beginning of the period |
|
|
734 |
|
|
|
9,610 |
|
|
|
|
|
|
|
|
|
|
Cash at end of the
period |
|
$ |
9,260 |
|
|
$ |
1,096 |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Noncash investing
and financing activities: |
|
|
|
|
|
|
|
|
Stock issued
in payment of Debt |
|
$ |
40,000 |
|
|
$ |
238,656 |
|
The
accompanying notes are an integral part to these financial statements.
Entest BioMedical, Inc.
Notes to Condensed Consolidated Financial
Statements
As of May 31, 2015
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,
2014. 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
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”).
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. Product sales and service revenues are recorded when
the products are delivered and title passes to customers. The customer’s credit card is authorized and charged, or checks/cash
are received at the time the services are rendered, thereby providing reasonable assurance of collectability.
B. PRINCIPLES OF CONSOLIDATION
The consolidated
financial statements include the accounts of Entest CA, the Company’s wholly owned subsidiary. 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, 2015
Property and Equipment consists of $1,919 of Computer equipment. No depreciation expense has been recorded with regards to this
equipment as it has yet to be put into service.
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, 2015 consisted of $ 406,118 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, 2015 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, 2015 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 $6,677,844 during the period from August 22, 2008 (inception) through May 31, 2015. 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.
NOTE 5. NOTES PAYABLE
As of May 31, 2015
Notes Payable:
Bio Technology Partners Business Trust |
|
$ |
166,000 |
|
The Sherman Family Trust (10% Interest) |
|
$ |
25,700 |
|
The Sherman Family Trust (0% Interest) |
|
$ |
160,500 |
|
Regen BioPharma Inc. ( See Note 6) |
|
$ |
12,051 |
|
David Koos ( See Note 6) |
|
$ |
27,867 |
|
Dunhill Ross Partners, Inc. |
|
$ |
14,000 |
|
Total |
|
$ |
406,118 |
|
Bio Technology Partners
Business Trust has provided a line of credit to the Company in the amount of $200,000 or so much thereof as may be disbursed to,
or for the benefit of the Company by Lender in Lender's sole and absolute discretion. The unpaid principal of this line
of credit bears simple interest at the rate of ten percent per annum. Interest is calculated based on the principal balance as
may be adjusted from time to time to reflect additional advances or payments made hereunder. Principal balance and accrued interest
shall become due and payable in whole or in part at the demand of the Lender. The Sherman Family Trust (10% Interest) has provided
a line of credit to the Company in the amount of $700,000 or so much thereof as may be disbursed to, or for the benefit of the
Company by Lender in Lender's sole and absolute discretion. The unpaid principal of this line of credit bears simple interest
at the rate of ten percent per annum. Interest is calculated based on the principal balance as may be adjusted from time to time
to reflect additional advances or payments made hereunder. Principal balance and accrued interest shall become due and payable
in whole or in part at the demand of the Lender. $160,500 due to The Sherman Family Trust (0% Interest) is due and payable in
whole or in part at the option of the Holder and bears no interest. Amounts due to Regen Biopharma Inc. are due and payable at
the demand of the holder and bear simple interest at a rate of 10% per annum. Amounts due to Dunhill Ross Partners, Inc. are due
and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
NOTE 6. RELATED PARTY TRANSACTIONS
As of May 31, 2015
the Company remains indebted to David R. Koos in the principal amount of $27,867 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.
As of May 31, 2015
the Company remains indebted to Regen Biopharma, Inc. in the principal amount of $12,051 due and payable in whole or in part
at the demand of Regen Biopharma, Inc 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.
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.
NOTE 7. INCOME TAXES
As of May 31, 2015 |
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating tax carry forwards |
|
$ |
2,275,107 |
|
Other |
|
|
-0- |
|
|
|
|
|
|
Gross deferred tax assets |
|
|
2,275,107 |
|
Valuation allowance |
|
|
(2,275,107 |
) |
Net deferred tax assets |
|
$ |
-0- |
|
As
of May 31, 2015 the Company has a Deferred Tax Asset of $ 2,275,107
completely attributable to net operating loss carry forwards of approximately $ 6,691,491 (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) $
6,677,844 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
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. STOCKHOLDERS EQUITY
The stockholders'
equity section of the Company contains the following classes of capital stock as of May 31, 2015:
Common Stock:
$0.0001 par value, 6,000,000,000 shares
authorized and 2,605,570,752 shares issued and outstanding as of May 31, 2015.
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 100,000 shares are issued and outstanding as of May 31, 2015 and |
|
(b) |
4,400,000 are authorized as Series B Preferred Stock of which 4,201,397 shares are issued and outstanding as of May 31, 2015 and |
|
(c) |
300,000 are authorized as Series AAA Preferred Stock of which 80,000 shares are issued and outstanding as of May 31, 2015. |
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:
200,000 shares authorized
of which 0 shares are issued and outstanding as of May 31, 2015.
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 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 13. STOCK TRANSACTIONS
During the quarter ended
May 31, 2015:
On May 19, 2015 the Company
issued 200,000,000 shares of the Company’s Common Stock in satisfaction of $20,000 of principal indebtedness.
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, 2014. All references to” We”, “Us”, “Company” or the “Company”
refer to Entest BioMedical, Inc.
Material Changes in Financial Condition
As of May 31, 2015,
we had Cash on Hand of $9,620 and as of August 31, 2014 we had Cash on Hand of $734.
The increase in Cash
on Hand of approximately 1161 % is primarily attributable to:
| (a) | loans made by the company’s CEO to the Company of $20,049 , |
| (b) | loans made by Regen Biopharma, Inc. , a corporation under common
control with the Company, of $1,629 during the nine months ended May 31, 2015 |
| (c) | loans made by others to the Company of $141,000 during the nine months
ended May 31, 2015 |
| (d) | rental revenue received by the company during the same period |
offset by:
| (a) | expenses incurred by the Company in the operation of its business
during the nine months ended May 31, 2015 as well as |
| (b) | repayment of $100,000 of principal indebtedness to the Company’s
CEO during the quarter ended May 31, 2015 . |
As of May 31, 2015
we had Accounts Payable of $105,513 and as of August 31, 2014 we had Accounts Payable of $115,849.
The decrease in Accounts
Payable of approximately 9% is primarily attributable to the payment by the Company of obligations incurred in the operation of
the Company’s business.
As of May 31, 2015
we had Notes Payable of $406, 118 and as of August 31, 2014 we had Notes Payable of $383, 440
The increase in Notes
Payable of approximately 6% is primarily attributable to:
| (a) | $20,049 of borrowings from the Company’s CEO during the nine
months ended May 31, 2015 |
| (b) | $1,629 of borrowings from Regen Biopharma, Inc. , a corporation under
common control with the Company, during the nine months ended May 31, 2015 |
| (c) | $141, 000 borrowed from unaffiliated parties during the nine months
ended May 31, 2015 |
Offset by:
| (a) | repayment of $100,000 of principal indebtedness to the Company’s
CEO during the quarter ended May 31, 2015 |
| (b) | Issuance of the Company’s common stock in settlement of $40,000
of principal indebtedness during the nine months ended May 31, 2015. |
As of May 31, 2015
we had Accrued Expenses of $291,042 and as of August 31, 2014 we had Accrued Expenses of $182,549.
The increase in Accrued
Expenses of approximately 59% is primarily attributable to the accrual of $90,000 of additional salary due to David Koos( the Company’s
Chief Executive Officer) during the nine months ended May 31, 2015 and the accrual of $6,763, $7,377 and $6,853 of unpaid interest
expense during the quarters ended November 30, 2014 , February 28, 2015 and May 31, 2015 respectively offset by the satisfaction
of $2,500 of salary previously accrued due to a non management employee.
Material Changes in Results of Operations
Revenues from continuing
operations were $0 for the three months ended May 31, 2015 and -0- for the three months ended May 31, 2014. Net Losses from
continuing operations were $89,913 for the three months ended May 31, 2015 and $554, 415 for the same period ended 2014.
The decrease in Net
Losses from continuing operations of approximately 84% is primarily attributable to :
|
(1) |
The recognition of $464,500 of expenses related to the issuance of securities below fair value during the quarter ended 2014 |
|
(2) |
Larger General and Administrative and Consulting Expenses incurred during the quarter ended 2014 |
|
(3) |
Rental income recognized during the quarter ended 2015 |
Offset by lower rental
expenses incurred during the quarter ended 2014 lower consulting expenses incurred during the quarter ended 2014 and lower interest
expenses incurred during the quarter ended 2014.
Revenues from continuing
operations were $0 for the nine months ended May 31, 2015 and -0- for the nine months ended May 31, 2014. Net Losses from
continuing operations were $264,709 for the nine months ended May 31, 2015 and $1,227,783 for the same period ended 2014.
The decrease in Net
Losses from continuing operations of approximately 78% is primarily attributable to recognition of $420,369 of expenses related
to the issuance of shares for less than par during the three months ended November 30, 2013 as well as recognition of $522,594
of expenses related to the issuance of shares for less than fair value recognized over the nine months ended May 31, 2015.
Liquidity and Capital Resources
As of May 31,
2015 we had $9,260 cash on hand and current liabilities of $810,673 such liabilities consisting of Accounts Payable, Notes
Payable, Amounts due to Others and Accrued Expenses.
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 acquiring existing veterinary clinics with the ability to generate cash flow
to fund operations.
There is no guarantee that we will be
able to raise any capital through any type of offerings. We can provide no assurance that we can acquire veterinary clinics which
can generate sufficient cash flow to neither fund our operations nor can any assurance be made that we can acquire one or more
additional veterinary clinics in the near future or at all. 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.
During the quarter
ended November 30, 2014 the Company incurred net cash borrowings of $17,250 borrowed from the Company’s Chief Executive Officer.
During the quarter
ended February 28, 2015 the Company incurred net cash borrowings of $799 borrowed from the Company’s Chief Executive Officer.
During the quarter
ended February 28, 2015 the Company incurred net cash borrowings of $19,000 borrowed from a third party lender.
During the quarter
ended February 28, 2015 the Company incurred net cash borrowings of $1,629 borrowed from Regen Biopharma, Inc., a corporation under
common control with the Company.
During the quarter
ended May 31, 2015 the Company incurred net cash borrowings of $24,000 consisting of:
| (a) | $2,000 borrowed from the Company’s CEO |
| (b) | $122,000 borrowed from unaffiliated third parties |
Offset by $100,000 of principal loan
repayments made by the Company to the Company’s CEO during the quarter ended May 31, 2015.
We were not party
to any material commitments for capital expenditures as of the end of the quarter ended May 31, 2015.
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 Procedures
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, 2015 and ending on May 31, 2015, 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
On May 19, 2015 the Company
issued 200,000,000 shares of the Company’s Common Stock (“Shares”) in satisfaction of $20,000 of principal indebtedness.
The Shares were issued pursuant
to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.
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 |
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: July 7, 2015 |
By: /s/ David R. Koos |
|
David R. Koos |
|
Chief Executive Officer |
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
David Koos, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Entest Biomedical, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, 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;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing
the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date:
July 7, 2015 |
By: |
/s/ David
R. Koos |
|
|
David
R. Koos
Chief Executive Officer |
Exhibit
31.2
CERTIFICATION
OF ACTING CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David Koos, certify that:
1. I have reviewed this Quarterly Report
on Form 10-Q of Entest Biomedical, Inc.;
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
(c) Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report
any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not
material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: July 7, 2015 |
By: |
/s/ David R. Koos |
|
|
David R. Koos
Acting Chief Financial Officer |
Exhibit
32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with
the Quarterly report of Entest BioMedical, Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2. The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: July 7, 2015 |
|
|
|
By: |
/s/ David R. Koos |
|
|
David R. Koos |
|
|
Chief Executive Officer |
A signed original of this written statement
required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting
the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been
provided to Entest BioMedical, Inc. and will be retained by Entest BioMedical, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
Exhibit
32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with
the Quarterly report of Entest BioMedical, Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to her knowledge:
1. The Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2. The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 7, 2015 |
By: |
/s/ David R. Koos |
|
|
David R. Koos
Acting Chief Financial Officer |
A signed original of this written statement
required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting
the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been
provided to Entest BioMedical, Inc. and will be retained by Entest BioMedical, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
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