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ENTEST GROUP, INC. - Quarter Report: 2012 February (Form 10-Q)

10Q

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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


For the quarterly period ended February 29, 2012


[   ] 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 [X]   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

[X]  Smaller reporting company

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of March 21, 2012 there were 32, 991,886 shares of common stock were 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 [X]

 

Transitional Small Business Disclosure Format (Check One) Yes [   ]   No [X]




 




PART I - FINANCIAL INFORMATION


Item 1. - Financial Statements


Entest Biomedical, Inc.

 (A Development Stage Company)

 Consolidated Balance Sheet

 

 

 As of

 

 As of

 

 

 February 29, 2012

 

 August 31,

 

 

 

 

2011

 

 

 (Unaudited)

 

 

 ASSETS

 

 

 

 

 

 Current Assets

 

 

 

 

 

 

 Cash

$

87,921

 

$

43,901

 

 Trade accounts receivable, less allowance for uncollectable accounts

 

 

 

 

 

 

 of $0 and $0 at February 29, 2012 and August  31, 2011 respectively

 

2,268

 

 

3,135

 

 Inventory

 

7,986

 

 

7,986

 

 Due from Affiliate

 

59,740

 

 

-

 

 Current Portion of Prepaid Expenses

 

13,000

 

 

62,200

 

 Employee Receivable

 

4,349

 

 

4,349

 Total Current Assets

 

175,264

 

 

121,571

 

 

 

 

 

 

 

 Property & Equipment (Net of Accumulated Depreciation)

 

13,100

 

 

17,293

 Goodwill

 

405,000

 

 

405,000

 Intangible Assets (Net of Accumulated Amortization)

 

1,439

 

 

1,828

 

 

 

 

 

 

 

 Long Term Assets

 

 

 

 

 

 

 Non Current Portion of Prepaid Expenses

 

-

 

 

10,300

 Total Long Term Assets

 

 

 

 

10,300

 

 

 

 

 

 

 

 TOTAL ASSETS

$

594,803

 

$

555,992

 

 

 

 

 

 

 

 LIABILITES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 Current Liabilities

 

 

 

 

 

 

 Accounts Payable

$

77,797

 

$

27,564

 

 Notes Payable

 

214,243

 

 

159,911

 

 Convertible notes payable, net of discount

 

206,494

 

 

42,430

 

 Due to Affiliate/Others

 

8,000

 

 

8,000

 

 Accrued Expenses

 

64,535

 

 

67,206

 Total Current Liabilities

 

571,069

 

 

305,111

 

 

 

 

 

 

 

 Long Term Liabilities

 

 

 

 

 

 

 Notes Payable

 

43,211

 

 

79,143

 Total Long Term Liabilities

 

43,211

 

 

79,143

 

 

 

 

 

 

 

 TOTAL LIABILITIES

 

614,280

 

 

384,254

 

 

 

 

 

 

 

 STOCKHOLDERS' EQUITY

 

 

 

 

 

 Common Stock,  $0.001 par value, 500,000,000 shares  

 

 

 

 

 

 

 authorized, 25,782, 996 and 20,840,501 shares issued and

 

 

 

 

 

 

 outstanding as of February 29, 2012 and August 31, 2011

 

25,782

 

 

20,838

 Preferred Stock , $0.001 par value 5,000,000 shares authorized,

 

 

 

 

 

 

 0 shares issued and outstanding as of February 29 2012  and August 31, 2011

 

-

 

 

-

 

 Series AA Preferred Stock, $0.001 par value 100,000 shares authorized,

 

 

 

 

 

 

 5,000 shares issued and outstanding at February 29, 2012  and  

 

 

 

 

 

 

   as of August 31, 2011

 

5

 

 

5

 Additional Paid in Capital

 

2,505,826

 

 

1,619,330

 Contributed Capital

 

274,162

 

 

274,162

 Accumulated Deficit

 

(2,825,252)

 

 

(1,742,597)

 

 

 

 

 

 

 

 Total Stockholders' Equity

 

(19,477)

 

 

171,738

 

 

 

 

 

 

 

 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

594,803

 

$

555,992


The Accompanying Notes are an Integral Part of these financial statements.

 

2





Entest BioMedical, Inc.

 (A Development Stage Company)

 Consolidated Statement of Operations

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period

 

 For the

 

 For the

 

 from Inception  

 

 Three Months Ended

 

 Six Months Ended

 

  (Aug. 22, 2008)

 

 

 

 

 

 through

 

February 29

2012

 

February 28

2011

 

February 29

2012

 

February 28

2011

 

February 29, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Revenues from Veterinary Services

$

101,334

 

$

84,803

 

$

208,704

 

$

84,803

 

$

557,845

 

 Online Revenues

 

2,930

 

 

 

 

 

3,493

 

 

 

 

 

3,493

 TOTAL REVENUE  

 

104,264

 

 

84,803

 

 

212,197

 

 

84,803

 

 

561,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Cost of Revenue

 

26,313

 

 

14,492

 

 

48,856

 

 

14,492

 

 

138,261

 GROSS PROFIT

 

77,951

 

 

70,311

 

 

163,341

 

 

70,311

 

 

423,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Research and Development

 

 

 

 

42,502

 

 

5,798

 

 

93,788

 

 

145,794

 

 Rent Costs

 

48,988

 

 

27,168

 

 

78,836

 

 

39,620

 

 

244,832

 

 General and Administrative

 

156,859

 

 

270,831

 

 

285,426

 

 

420,785

 

 

1,527,485

 

 Incorporation Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

408

 

 Consultant's Expenses  

 

91,462

 

 

62,883

 

 

153,420

 

 

86,859

 

 

559,408

 

 Miscellaneous Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

78

 

 Total Costs and Expenses

 

297,309

 

 

403,384

 

 

523,480

 

 

641,052

 

 

2,478,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 OPERATING LOSS

 

(219,358)

 

 

(333,073)

 

 

(360,139)

 

 

(570,741)

 

 

(2,054,928)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 OTHER INCOME AND EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Other Income

 

86,750

 

 

2

 

 

86,762

 

 

2

 

 

86,861

 

 Income generated from revenue Share Agreement

 

187,699

 

 

 

 

 

187,699

 

 

 

 

 

187,699

 

 Expenses incurred from Revenue Share Agreement

 

(130,054)

 

 

 

 

 

(130,054)

 

 

 

 

 

(130,054)

 

 Loss on Impairment of intangible Assets

 

(683,333)

 

 

 

 

 

(683,333)

 

 

 

 

 

(683,333)

 

 Interest Expense

 

(8,375)

 

 

(8,401)

 

 

(15,477)

 

 

(14,259)

 

 

(46,956)

 

 Interest Expense attributable to  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    amortization of discount

 

(119,618)

 

 

 

 

 

(168,113)

 

 

 

 

 

(184,541)

 TOTAL OTHER INCOME AND EXPENSE

 

(666,931)

 

 

(8,399)

 

 

(722,516)

 

 

(14,257)

 

 

(770,324)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS BEFORE INCOME TAXES

 

(886,289)

 

 

(341,471)

 

 

(1,082,655)

 

 

(584,997)

 

 

(2,825,252)

 Income Taxes

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 NET INCOME (LOSS)

$

(886,289)

 

$

(341,471)

 

$

(1,082,655)

 

$

(584,997)

 

$

(2,825,252)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 BASIC AND DILUTED EARNINGS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    (LOSS) PER SHARE

$

(0.04)

 

$

(0.02)

 

$

(0.05)

 

$

(0.03)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 NUMBER OF COMMON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 SHARES OUTSTANDING

 

24,373,484

 

 

19,794,710

 

 

22,883,784

 

 

19,233,704

 

 

 

 

 

The Accompanying Notes are an Integral Part of these financial statements.



3





Entest BioMedical, Inc.

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period from

 

 

 

 

 

 

 

Inception

 

 

 

 For the

 

 (Aug. 22, 2008)

 

 

 

 Six Months Ended

 

through

 

 

 

 

 

February 29,

 

 

 

February 29,2012

 

February 28,2011

 

2011

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net (loss)

 $

(1,082,655)

 

$

(584,997)

 

$

(2,825,252)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

used by operating activities:

 

 

 

 

 

 

 

 

 

 

Stock issued as Compensation to Employees

 

 

 

 

146

 

 

204,923

 

 

Stock issued as Compensation to Consultants

 

83,501

 

 

19

 

 

283,520

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

(Increase) Decrease in Trade Accounts Receivable

 

867

 

 

(3,610)

 

 

(2,268)

 

 

(Increase) Decrease in Inventory

 

 

 

 

(24,045)

 

 

(7,986)

 

 

(Increase) Decrease in Employee Receivable

 

 

 

 

1,373

 

 

(4,349)

 

 

Increase (Decrease) in Accounts Payable

 

50,233

 

 

8,733

 

 

77,797

 

 

(Increase)Decrease in Due from Other

 

 

 

 

(5,155)

 

 

 

 

 

(Increase) Decrease in Prepaid Expenses

 

59,500

 

 

(5,900)

 

 

(13,000)

 

 

(Increase) Decrease in Due from Affiliate

 

(59,740)

 

 

 

 

 

(59,740)

 

 

(Increase) Decrease in Deposits

 

 

 

 

(4,286)

 

 

0

 

 

Increase(Decrease) in amortization of intangibles

 

16,667

 

 

 

 

 

16,667

 

 

Increase (Decrease) in Accrued Expenses

 

(2,671)

 

 

159,541

 

 

64,534

 

 

(Increase)Decrease on gain realized on cancellation of stock

 

(86,750)

 

 

 

 

 

(86,750)

 

 

Increase(Decrease) in Loss on Impairment of Intangible Assets

 

683,333

 

 

 

 

 

683,333

Net Cash Provided by (Used in) Operating Activities

 

(337,715)

 

 

(458,304)

 

 

(1,668,571)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

(Increase) Decrease in Property and equipment

 

 

 

 

 

 

 

 

 

 

 additions (net)

 

4,193

 

 

(19,568)

 

 

(13,100)

Net cash Provided by (Used in) Investing Activities

 

4,193

 

 

(19,568)

 

 

(13,100)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

(Increase) Decrease in Goodwill from acquisition

 

 

 

 

(405,000)

 

 

(405,000)

 

 

Stock issued in Payment of Debt

 

2,261

 

 

 

 

 

3,041

 

 

Increase (Decrease) in Common stock issued for cash

 

 

 

 

2,200

 

 

3,717

 

 

(Increase) Decrease in Intangible Assets (net)

 

389

 

 

2,218

 

 

(1,439)

 

 

Increase (Decrease) in Common stock issued for expenses

 

 

 

 

55

 

 

55

 

 

Increase (Decrease) in Due to Affiliate

 

 

 

 

64,649

 

 

8,000

 

 

Increase (Decrease) in Due to Shareholder

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in Notes Payable

 

182,463

 

 

186,376

 

 

463,948

 

 

Increase (Decrease) in Contributed Capital

 

 

 

 

 

 

 

274,161

 

 

Increase (Decrease) in Additional paid in Capital

 

192,429

 

 

644,372

 

 

1,423,109

Net Cash Provided by Financing Activities

 

377,542

 

 

494,870

 

 

1,769,592

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net Increase in Cash

 

44,020

 

 

12,562

 

 

87,921

 

 

 

 

 

 

 

 

 

 

 

 

 

    Cash at Beginning of Period

 

43,901

 

 

209

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Cash at End of Period

 $

87,921

 

 $

12,771

 

 $

87,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

 

 

    Stock issued for  rights to future revenue

$

700,000

 

 

 

 

 

 


The Accompanying Notes are an Integral Part of these financial statements.



4





Entest BioMedical, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

As of February 29, 2012



NOTE 1.  BASIS OF PRESENTATION

 

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by Entest BioMedical, Inc. (“the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these condensed consolidated interim financial statements be read in conjunction with the financial statements of the Company for the period ended August 31, 2011 and notes thereto included in the Company's 10-K annual report.  The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for the interim periods are not indicative of annual results.



NOTE 2.  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”).


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 3.  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.

 

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.

 



5




D. DEVELOPMENT STAGE

 

The Company is a development stage company that devotes substantially all of its efforts in the development of its business.


E. CASH EQUIVALENTS

 

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


F. PROPERTY AND EQUIPMENT


Property and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures that enhance the value of property and equipment are capitalized.

 

G. 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 February 29, 2012 consisted of $214,243 of Notes Payable, $206,494 of Convertible Notes payable (net of discount), $8,000 due to TheraCyte, Inc, $4,349 of Employee Receivables and $59,740 due to the Company from Bio Matrix Scientific Group, Inc.  The fair value of all of the Company’s financial instruments as of February 29, 2012 were valued according to the Level 2 input. The carrying amount of the financial instruments is equal to the fair value as determined by the Company


H. 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 August 31, 2011 and 2010, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

 



6




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.

 

I.  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. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.



NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS


In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.


In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.


In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.


A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.





7




NOTE 5.  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 $2,825,252 during the period from August 22, 2008 (inception) through February 29, 2012. 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 raised $65,000 net of legal expenses in the six months ended February 29, 2012 through the issuance of convertible notes. The Company has also raised $76,500 from net borrowings during the six month ended February 29, 2012.


On February 27, 2012,   the Company entered into an Equity Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement (the "Rights Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").


Under the terms of the Purchase Agreement, Southridge will purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (the "Shares"). During the term of the Purchase Agreement, the Company may at any time deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 91% of the average of the two lowest Closing Prices during the Valuation Period as such capitalized terms are defined in the Agreement.


The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock.


The Agreement shall terminate (i) on the date on which Southridge shall have purchased Shares pursuant to this Agreement for an aggregate Purchase Price of $10,000,000, or (ii) on the date occurring 24 months from the date on which the Agreement was executed and delivered by the Company and Southridge.


Under the terms of the Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 90 days of February 27, 2012. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Southridge may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Southridge no longer owns any of the Shares.


There is no guarantee that the Company will be able to raise additional capital through offerings.



NOTE 6.  RELATED PARTY TRANSACTIONS


Between  December 1, 2011 and February 29, 2012  David R. Koos the Company’s Chairman and Chief Executive Officer, made loans to the Company totaling $5,150. These loans are due and payable at the demand of David R. Koos and bear simple interest at a rate of 15% per annum.


As of February 29, 2012 the Company remains personally indebted to David R. Koos in the principal amount of $16,555. These loans are due and payable at the demand of David R. Koos and bear simple interest at a rate of 15% per annum.


As of February 29, 2012 Bio-Matrix Scientific Group, Inc. (“BMSN”)  , a majority shareholder of the Company, is indebted to the Company in the amount of $59,740. This amount is non interest bearing and is due at the demand of the Company.




8




NOTE 7. -   INCOME TAXES

 

As of February 29, 2012

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

Net operating tax carry forwards

 

$

993,614

 

Other

 

 

-0-

 

Gross deferred tax assets

 

 

993,614

 

Valuation allowance

 

 

(993,614)

 

 

 

 

 

 

Net deferred tax assets

 

$

-0-

 

 

As of  February 29,2012  the Company has a Deferred Tax Asset of $993,614 completely attributable to net operating loss carry forwards of approximately $2,838,899  (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)

$ 2,825,252  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-.

 


NOTE 8.  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.


On January 4, 2011, as part of the asset purchase agreement with the Company and Gregory McDonald and Pet Pointers, Inc., the Company pays on behalf of Gregory McDonald and Pet Pointers monthly rent of $7,526 to Anthony Marinelli for the terms indicated in the Gregory McDonald / Pet Pointers lease.  These payments are not obligations of the Company but, are payments the Company agreed to make on behalf of Gregory McDonald and Pet Pointers as part of the Asset Purchase Agreement.


On January 4, 2011, as part of the asset purchase agreement with the Company and Gregory McDonald on behalf of Pet Pointers, Inc., the Company pays on behalf of Gregory McDonald and Pet Pointers monthly payments of $1,500 to Anthony and Judi Marinelli towards the extinguishment of a total note of $78,000. These payments are payments the Company agreed to make on behalf of Gregory McDonald and Pet Pointers.

 



9




On January 4, 2011, as part of the asset purchase agreement with the Company and Gregory McDonald on behalf of Pet Pointers, Inc., the Company pays on behalf of Gregory McDonald and Pet Pointers an installment agreement due to the Franchise Tax Board in the amount of $11,405 with monthly payments of $400. These payments are payments the Company agreed to make on behalf of Gregory McDonald and Pet Pointers.

 

On January 4, 2011, as part of the asset purchase agreement with the Company and Gregory McDonald on behalf of Pet Pointers, Inc., the Company pays on behalf of Gregory McDonald and Pet Pointers an installment agreement due to the Internal Revenue Service in the amount of $13,595 with monthly payments of $425. These payments are payments the Company agreed to make on behalf of Gregory McDonald and Pet Pointers.

 

On February 3, 2011, a Complaint (“Complaint”) was filed in the U.S. District Court Middle District of the State of Pennsylvania against the Company, the Company’s Chairman and BMSN. by 18KT.TV LLC (“Plaintiffs”) seeking to recover general damages from the Company. in excess of $125,000. The Complaint alleges breach of contract and unjust enrichment relating to an investor relations contract executed by the Company and Craig Fischer (on behalf of 18KT.TV LLC). The Complaint also seeks similar damages from BMSN. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend its interests in this matter. At this time, it is not possible to predict the ultimate outcome of these matters.


There were no other legal proceedings against the Company with respect to matters arising in the ordinary course of business. The Company is not involved in any other litigation either as plaintiffs or defendants, and has no knowledge of any threatened or pending litigation against the Company.


On February 27, 2012,   the Company entered into an Equity Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement (the "Rights Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").


Under the terms of the Purchase Agreement, Southridge will purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (the "Shares"). During the term of the Purchase Agreement, the Company may at any time deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 91% of the average of the two lowest Closing Prices during the Valuation Period as such capitalized terms are defined in the Agreement.


The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock.


The Agreement shall terminate (i) on the date on which Southridge shall have purchased Shares pursuant to this Agreement for an aggregate Purchase Price of $10,000,000, or (ii) on the date occurring 24 months from the date on which the Agreement was executed and delivered by the Company and Southridge.


Under the terms of the Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 90 days of February 27, 2012. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Southridge may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Southridge no longer owns any of the Shares.


As a condition for the execution of this Agreement by the Southridge, the Company shall issue to Southridge shares of a newly designated preferred stock with a stated value of $50,000 (the “Preferred Stock. The Preferred Stock shall be convertible at the option of the Investor into shares of the Company’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 a conversion notice.  The Preferred Stock shall have no registration rights.


The Company has also agreed to pay the following to Capital Path Securities LLC for acting as the Company’s exclusive advisor and placement agent in connection with the Agreement and Rights Agreement:

 



10





1)  The sum of $3,000 per month for two consecutive months


2)  A cash placement fee of 5% of funds received by the Company through the sale of Shares to Southridge as such funds are received by the Company


3)  3,000,000 shares of the Company’s common stock (“Placement Shares”). The company has agreed to register the Placement Shares under the Securities Act of 1933 at the same time and pursuant to the same registration statement as the Shares to be issued pursuant to the Agreement.


 

NOTE 9. CONVERTIBLE NOTES

On May 20, 2011, the Company issued a convertible promissory note in the amount of $42,500 which was received May 26, 2011. The note bears an interest rate of eight percent (8%), matures on February 23, 2012 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a forty two percent (42%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The issuance of the note amounted in a beneficial conversion feature of $16,398 which has been amortized under the Interest Method. As of February 29, 2012, $42,500 of the principal amount due and $1700 in accrued interest has been converted into 960,753 shares of the common stock of the Company.


On July 5, 2011, the Company issued a convertible promissory note (the “Second Note”) in the principal amount of $ $37,500. The Second Note, which matures April 11, 2012, bears interest at the rate of 8% per annum. At any time after 180 days from the execution of the Second Note, the Second Note is convertible into shares of the Company’s common stock at the election of Asher at a conversion price equal to a 45% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. The issuance of the note amounted in a beneficial conversion feature of $37,500 which is amortized under the Interest Method.


On August 29, 2011, the Company issued a convertible promissory note (the “Third Note”) in the principal amount of $ $35,000. The Third Note, which matures May 25, 2012, bears interest at the rate of 8% per annum. At any time after 180 days from the execution of the Third Note, the Third Note is convertible into shares of the Company’s common stock at the election of Asher at a conversion price equal to a 45% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. The issuance of the note amounted in a beneficial conversion feature of $35,000 which is amortized under the Interest Method.


On October 25, 2011, the Company issued a convertible promissory note in the amount of $32,500. The note bears an interest rate of eight percent (8%), matures on July 27, 2012 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a fifty two percent (52%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The issuance of the note amounted in a beneficial conversion feature of $7,634 which is amortized under the Interest Method.


On October 25, 2011, the Company issued a convertible promissory note in the amount of $32,500. The note bears an interest rate of eight percent (8%), matures on July 27, 2012 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a fifty two percent (52%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The issuance of the note amounted in a beneficial conversion feature of $7,634 which is amortized under the Interest Method.


On December 19, 2011, the Company issued a convertible promissory note in the amount of $37,500. The note bears an interest rate of eight percent (8%), matures on September 21, 2012 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a fifty two percent (52%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The issuance of the note amounted in a beneficial conversion feature of $37,500 which is amortized under the Interest Method.




11




On December 20, 2011 the Company amended the terms of $30,000 in existing debt as follows:


(a)

Due and payable December 31, 2012

(b)

Simple interest of 10% from December 20, 2011 to the date the debt is fully converted or paid in full

(c)

Convertible into the common stock of the Company at the option of the holder at a 50% discount from the average of the lowest three Trading Prices  for the common stock during the 10 trading day period ending one Trading Day prior to the date the conversion notice is sent by the holder. "Trading Price" means the closing bid price on the applicable trading market as reported by a reliable reporting service.


The amendment of the note amounted in a beneficial conversion feature of $16,153 which was fully amortized by February 29, 2012. The entire principal balance of the convertible note was converted into 1,249,975 shares of the common stock of the Company prior to February 29, 2012.


On February 28, 2012 the Company amended the terms of  $85,500 in existing principal indebtedness as well as 3,710  of interest accrued but unpaid to be as follows:


The aggregate indebtedness of $89,210 shall bear simple interest, be payable upon demand of the holder, and be convertible into the common shares of the company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg. The amendment of the note amounted in a beneficial conversion feature of $59,473 which was fully amortized by February 29, 2012.



NOTE 9. STOCKHOLDERS EQUITY

 

The stockholders' equity section of the Company contains the following classes of capital stock as of February 29, 2012:

 

Common Stock:

 

$0.001 par value, 500,000,000 shares authorized 25,782, 996 shares issued and outstanding as of February 29, 2012.

 

Preferred Stock:

 

$0.001 par value 5,000,000 shares authorized of 100,000 shares authorized is authorized as Series AA Preferred Stock , $001 par value of which 5,000 shares are issued and outstanding  as of  February 29, 2012  and 4,400,000 is authorized as Series B Preferred Stock of which no shares are issued and outstanding as of February 29, 2012. .



NOTE 10. STOCK TRANSACTIONS


On December 12, 2011 the Company issued 258,824 shares of common stock in satisfaction of $11,000 principal amount of Convertible Notes Payable


On December 19, 2011 the Company issued $338,983 shares of common stock in satisfaction of $12,000 principal amount of Convertible Notes Payable


On December 26, 2011 an employee of the Company consented to the cancellation of 15,000 common shares previously issued as compensation.


On December 29, 2011 75,000 common shares previously issued to the company’s former Chief Financial Officer were returned for cancellation by the Company. Of that amount 40,000 are subject to forfeiture and are cancelled pursuant to those forfeiture provisions at the company’s option and the company’s former Chief Financial Officer has consented to cancellation of the remaining 35,000 common shares.


On January 10, 2012 the Company issued 27,499 shares of common stock to a consultant in consideration of services rendered valued at $8,249




12




On January 27, 2012 the Company issued 279,635 shares of common stock in satisfaction of $7,500 principal amount of Convertible Notes Payable and $1,700 of accrued but unpaid interest on Convertible Notes Payable


On February 3, 2012 the Company issued 528,821 shares of common stock in satisfaction of $15,000 principal amount of Convertible Notes Payable.


On February 16, 2012 the Company issued 721,154 shares of common stock in satisfaction of $15,000 principal amount of Convertible Notes Payable.


On February 26, 2012 the Company issued 174,663 shares of common stock to a consultant in consideration of services rendered valued at $52,398



NOTE 11. SUBSEQUENT EVENTS.


On March 6, 2012 a dividend of 3, 201,397 shares of Series B Preferred Stock was paid to the Company’s common shareholders of record as of February 21, 2012.


On March 7, 2012 the Company issued 2,322,695 shares of common stock in satisfaction of $32,750 of Convertible Notes Payable.


On March 13, 2012 the Company amended Article 4 of the Company’s Articles of Incorporation to be and read as follows:


“4.           Authorized Shares:


The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value .


 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.


The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders.  The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors- The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”


On March 14, 2012 the Company issued 3,000,000 shares of its common stock to the order of Capital Path Securities LLC for acting as the Company’s exclusive advisor and placement agent in connection with the Equity Purchase Agreement and Registration Rights Agreement


On March 21, 2012 the Company issued 1,886,195 shares of common stock in satisfaction of $25,200 of Convertible Notes Payable.




13





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, 2011. All references to” We”, “Us”, “Company” or the “Company” refer to Entest BioMedical, Inc.


Material Changes in Financial Condition


As of February 29, 2012, we had Cash on Hand of $87,921 and as of August 31, 2011 we had Cash on Hand of $43,901.


The increase in Cash on Hand of approximately 100% is primarily attributable to a combination of  cash generated by the McDonald Animal Hospital , additional net borrowings by the Company and  the  receipt by the Company of  cash pursuant to that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell offset by cash expended by the Company in the course of operations and cash expended by the Company pursuant to that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell.


As of February 29, 2012 we had Trade Accounts Receivable of $2,268 and as of August 31, 2011 we had Trade Accounts Receivable of $3,135.


The decrease in Trade Accounts Receivable of approximately 27% is attributable to successful collection of $867 of delinquent payments due from a client of the McDonald Animal Hospital.


As of February 29, 2012 we had Due from an Affiliate of $59,740 and as of August 31, 2011 we had Due from an Affiliate of $0.


The increase in Due from an Affiliate is attributable to the reclassification of $59,500 of rental expenses prepaid to a shareholder of the Company to a non interest bearing liability of the shareholder due at the demand of the Company as well as $240 in expenses paid by the Company for the benefit of the shareholder.


As of February 29, 2012 we had Prepaid Expenses of $13,000 and as of August 31, 2011 we had Prepaid Expenses of $72,500.


The decrease in Prepaid Expenses of approximately 82% is primarily attributable to the reclassification of $59,500 of rental expenses prepaid to a shareholder of the Company to a non interest bearing liability of the shareholder due at the demand of the Company.


As of February 29, 2012 we had Property & Equipment (Net of Accumulated Depreciation) of $13,100 and as of August 31, 2011 we had Property & Equipment (Net of Accumulated Depreciation) of $ 17,293.


The decrease in Property & Equipment (Net of Accumulated Depreciation) of approximately 24% was due to depreciation expense recognized over the course of six months.



14





As of February 29, 2012, we had Intangible Assets (Net of Accumulated Amortization) of $1,439 and as of August 31, 2011 we had Intangible Assets (Net of Accumulated Amortization) of $1,828.


The decrease in Intangible Assets (Net of Accumulated Amortization) of approximately 21% is attributable to recognition of amortization for the period.


As of February 29, 2012 we had Accounts Payable of $77,797 and as of August 31, 2011 we had Accounts Payable of $27,564.


The increase in Accounts Payable of approximately 182% is primarily attributable to increases in outstanding obligations of the Company incurred in the course of business as well as the incurring  by the Company of $20,199 in payables pursuant to that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell.


As of February 29, 2012 we had Notes Payable of $257, 454   and as of August 31, 2011 we had Notes Payable of $239,054.


The decrease in Notes Payable of approximately 7% is primarily attributable to the reclassification of $115,500 of principal indebtedness to Convertible Notes Payable offset by the reclassification of $57,500 of accrued salary to Notes Payable as a result of assignment of the rights to that payment to a third party as well as approximately $76,400 in net additional indebtedness incurred over the period.


As of February 29, 2012 we had Convertible Notes Payable (net of unamortized discount) of $206,494 and as of August 31, 2011 we had Convertible Notes Payable (net of unamortized discount) of $42,430.


The increase in Convertible Notes Payable (net of unamortized discount) of 386% is attributable to


(a)

 issuances of $189,210 in convertible notes during the period  

(b)

$168,113 in interest expense attributable to amortization of beneficial conversion features on Convertible Notes issued


Offset by the satisfaction of $72,500 of principal indebtedness of Convertible Notes through the issuance of the Company’s common shares.


Material Changes in Results of Operations


Revenues were $104,264 for the three months ended February 29, 2012 and $84,803 for the three months ended February 28, 2011.  Net losses were $886,289 for the three months ended February 29, 2012 and $341,471 for the three months ended February 28, 2011


The increase in Net Losses of approximately 159% is primarily attributable to:


(a)

increases in Cost of Revenue

(b)

increases in Rental Costs

(c)

increases in Consultant’s Expenses

(d)

recognition of $119,618 of interest expense attributable amortization of discount on Convertible Notes Payable

(e)

recognition of a Loss on Impairment of Intangible Assets of $683,333 resulting from the termination of that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell

(f)

$130,054 in expenses  resulting from that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell





15




Offset by:


(a)

Increase in Revenues attributable to provision of Veterinary Services

(b)

Increase in Online Revenue

(c)

Decrease in Research and Development expenses

(d)

Decrease in General and Administrative expenses

(e)

Recognition of $86,750 in Revenue resulting from cancellation of common stock issued to employees

(g)

$187,699 in payments received by the Company pursuant to that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell


Revenues were $212,197 for the six months ended February 29, 2012 and $84,803 for the six months ended February 28, 2011.  Net losses were $1,082, 665 for the six months ended February 29, 2012 and $584,997 for the six months ended February 28, 2011.


The increase in Net Losses of approximately 85% is primarily attributable to:


(a)

increases in Cost of Revenue

(b)

increases in Rental Costs

(c)

increases in Consultant’s Expenses

(d)

recognition of $168,113  of interest expense attributable amortization of discount on Convertible Notes Payable

(e)

recognition of a Loss on Impairment of Intangible Assets of $683,333 resulting from the termination of that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell

(f)

$130,054 in expenses  resulting from that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell


Offset by:


(f)

Increase in Revenues attributable to provision of Veterinary Services

(g)

Increase in Online Revenue

(h)

Decrease in Research and Development expenses

(i)

Decrease in General and Administrative expenses

(j)

Recognition of $86,750 in Revenue resulting from cancellation of common stock issued to employees

(h)

$187,699 in payments received by the Company pursuant to that  agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell


Liquidity and Capital Resources


As of February 29, 2012  we had $87,921  cash on hand and current liabilities of $571,069 (exclusive of convertible debt discount attributable to a beneficial conversion feature) such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable, Amounts due to Affiliates / 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.


On February 27, 2012,   the Company entered into an Equity Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement (the "Rights Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").





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Under the terms of the Purchase Agreement, Southridge will purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (the "Shares"). During the term of the Purchase Agreement, the Company may at any time deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 91% of the average of the two lowest Closing Prices during the Valuation Period as such capitalized terms are defined in the Agreement.


The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock.


The Agreement shall terminate (i) on the date on which Southridge shall have purchased Shares pursuant to this Agreement for an aggregate Purchase Price of $10,000,000, or (ii) on the date occurring 24 months from the date on which the Agreement was executed and delivered by the Company and Southridge.


Under the terms of the Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Shares within 90 days of February 27, 2012. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Southridge may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Southridge no longer owns any of the Shares.


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.



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 the Company's Principal Executive Officer and 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 and Principal Financial Officer have concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.






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Changes in Internal Controls over Financial Reporting


In connection with the evaluation of the Company's internal controls during the period commencing on December 1, 2011 and ending February 29, 2012 both the Company's Principal Executive Officer and Principal Financial Officer have 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.


On February 3, 2011, a Complaint (“Complaint”) was filed in the U.S. District Court Middle District of the State of Pennsylvania against the Company, the Company’s Chairman and BMSN by 18KT.TV LLC (“Plaintiffs”) seeking to recover general damages from Entest BioMedical, Inc. in excess of $125,000. The Complaint alleges breach of contract and unjust enrichment relating to an investor relations contract executed by the Company and Craig Fischer (on behalf of 18KT.TV LLC). The Compliant also seeks similar damages from Bio-Matrix Scientific Group Inc. and $50,000 in damages from David Koos (Chairman & CEO of both Entest BioMedical, Inc. and Bio-Matrix Scientific Group Inc.). The Company believes that the allegations in the complaint are without merit and intends to vigorously defend its interests in this matter. At this time, it is not possible to predict the ultimate outcome of these matters.



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


On December 12, 2011 the Company issued 258,824 shares of common stock (“Shares”) in satisfaction of $11,000 principal amount of Convertible Notes Payable


The Shares were issued pursuant to Section 4(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.


On December 19, 2011 the Company issued $338,983 shares of common stock (“Shares”) in satisfaction of $12,000 principal amount of Convertible Notes Payable


The Shares were issued pursuant to Section 4(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.



On January 10, 2012 the Company issued 27,499 shares of common stock (“Shares”) to a consultant in consideration of services rendered valued at $8,249.


The Shares were issued pursuant to Section 4(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.


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 January 27, 2012 the Company issued 279,635 shares of common stock (“Shares”) in satisfaction of $7,500 principal amount of Convertible Notes Payable and $1,700 of accrued but unpaid interest on Convertible Notes Payable.




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The Shares were issued pursuant to Section 4(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.


On February 3, 2012 the Company issued 528,821 shares of common stock (“Shares”) in satisfaction of $15,000 principal amount of Convertible Notes Payable.


The Shares were issued pursuant to Section 4(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.


On February 16, 2012 the Company issued 721,154 shares of common stock (“Shares”) in satisfaction of $15,000 principal amount of Convertible Notes Payable.


The Shares were issued pursuant to Section 4(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.


On February 26, 2012 the Company issued 174,663 shares of common stock (“Shares”) to a consultant in consideration of services rendered valued at $52,398


The Shares were issued pursuant to Section 4(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.


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 March 7, 2012 the Company issued 2,322,695 shares of common stock (“Shares”) in satisfaction of $32,750 of Convertible Notes Payable.


The Shares were issued pursuant to Section 4(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.


On March 14, 2012 the Company issued 3,000,000 shares of its common stock (“Shares”) to the order of Capital Path Securities LLC for acting as the Company’s exclusive advisor and placement agent in connection with the Equity Purchase Agreement and Registration Rights Agreement


The Shares were issued pursuant to Section 4(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.


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 March 21, 2012 the Company issued 1,886,195 shares of common stock in satisfaction of $25,200 of Convertible Notes Payable.




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The Shares were issued pursuant to Section 4(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

 

 

10.1

Lease Agreement














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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

 

 

By:    

/s/ David R. Koos

 

David R. Koos

 

Chief Executive Officer

 

Date: March 26, 2012








 

 

 

 

 

 

 


 










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