ENTEST GROUP, INC. - Annual Report: 2013 (Form 10-K)

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending August 31, 2013

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from ___________ to ___________.

Commission file number: 333-154989

ENTEST BIOMEDICAL, INC.

(Name of small business issuer in its charter)

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

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

(Address of Principal executive offices)

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

_______________

Securities registered under Section 12(b) of the “Exchange Act” None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.

Large accelerated filer [ ]	Accelerated filer [ ]
Non accelerated filer [ ]	Smaller reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

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 [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $ 2,169,384

As of November 21, 2013 Entest BioMedical, Inc. had 1,153,070,662 common shares outstanding, 3, 201,397 Series B Preferred shares outstanding and 5,000 Series AA preferred shares outstanding .

In this annual report, the terms “Entest BioMedical, Inc.. ”, “Entest”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Entest BioMedical, Inc., a Nevada corporation, and its subsidiary.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

·	dependence on key personnel;
·	competitive factors;
·	degree of success of research and development programs
·	the operation of our business; and
·	general economic conditions

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

PART I

Item 1. Business

We were incorporated in the State of Nevada on September 24, 2008 as JB Clothing Corporation. Until July 10, 2009, our principal business objective was the offering of active/leisure fashion design clothing.

On July 10, 2009 we abandoned our efforts in the field of active/leisure fashion design clothing when we acquired 100% of the share capital of Entest BioMedical, Inc., a California corporation, (“Entest CA”) from Bio-Matrix Scientific Group, Inc. (“BMSN”) for consideration consisting of 10,000,000 shares of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by Mr. Rick Plote.

As a result of this transaction, the former stockholder of Entest CA held approximately 70% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by Entest CA under the purchase method of accounting, and was treated as a recapitalization with Entest CA as the acquirer. As of November 1, 2011 the former stockholder of Entest CA held approximately 48% of the outstanding common shares of the Company.

Upon acquisition of Entest CA, we abandoned our efforts in the field of active/leisure fashion design clothing. Our business is currently the business of Entest CA, and we currently intend to develop and commercialize therapies, medical devices and medical testing procedures. On July 12, 2009 we adopted the name of Entest CA when we changed our name to Entest BioMedical, Inc.

The Company’s current strategy is to develop and commercialize therapies, medical devices and medical testing procedures for the veterinary market. It is believed by the Company that any required regulatory approvals can be obtained much more rapidly with regard to products and services developed for the veterinary market and that the achievement of successful clinical trials and commercialization of such products and services may allow the company to enter into collaborations with larger pharmaceutical companies for the purpose of developing and commercializing these products and services for human usage.

The process by which a new drug is approved for use in humans within the United States generally begins prior to submission of the IND (Investigational New Drug Application) with the FDA.

Prior to submission of the IND, the sponsor of the drug compound under development must test the drugs on laboratory animals (preclinical testing) in order that toxicity may be determined and efficacy may be demonstrated. The results of such preclinical testing is crucial in determining whether or not the sponsor may proceed onto clinical trials on human beings and preclinical testing is required to be performed on multiple species.

Drug studies in humans can begin only after an IND is reviewed by the FDA and a local institutional review board (IRB). The board is a panel of scientists and non-scientists in hospitals and research institutions that oversees clinical research.

IRBs approve the clinical trial protocols, which describe the type of people who may participate in the clinical trial, the schedule of tests and procedures, the medications and dosages to be studied, the length of the study, the study's objectives, and other details. IRBs make sure the study is acceptable, that participants have given consent and are fully informed of their risks, and that researchers take appropriate steps to protect patients from harm.

After trial protocols have been approved the sponsor moves on to Phase I clinical trials (to determine safety and toxicity in a small number of volunteers) and, if Phase 1 studies don't reveal unacceptable toxicity, Phase II and Phase III clinical trials to determine effectiveness.

The process by which a new drug is approved for veterinary use within the United States generally begins with the sponsor researching and developing the new compound and conducting initial (“pilot”) studies on it for a specific use in a specific animal species (called the “target animal” species) If the results of the pilot studies are promising

and there is a potential market for the drug, the drug sponsor contacts The US Food and Drug Administration’s Center for Veterinary Medicine (CVM) to officially begin the drug approval process by opening an Investigational New Animal Drug (“INAD”) file. Information is submitted regarding Chemistry, Manufacturing, and Controls; Effectiveness; Target Animal Safety; Human Food Safety(if applicable); Environmental Impact (if applicable) and Labeling in support of the NADA (New Animal Drug Application) which is submitted by the sponsor for approval by the FDA.

With the exception of a biologic product which can be classified as a medical device, Biologics developed for human use generally are undergo the same path to FDA approval as for drugs. Biologics classified as medical devices may, in most instance, be subject to premarket approval by the FDA. Medical devices intended for veterinary use are not subject to premarket approval by the FDA.

Veterinary Biologics are regulated by the U.S. Department of Agriculture (USDA) which is authorized, under the 1913 Virus-Serum-Toxin Act as amended by the 1985 Food Security Act, to ensure that all veterinary biologics produced in, or imported into, the United States are not worthless, contaminated, dangerous, or harmful. The Veterinary Biologics Program of the USDA's Animal and Plant Health Inspection Service (APHIS) oversees the veterinary biologics industry in the United States.

Domestic manufacturers of veterinary biologics, for domestic use or for export, are required to possess a valid U.S. Veterinary Biologics Establishment License and an individual U.S. Veterinary Biologics Product License for each product produced for sale. Prior to being granted a U.S. Veterinary Biologic Establishment License, the applicant must submit detailed information regarding the facilities and the qualifications of key personnel and must submit to an inspection of the facilities by the Center for Veterinary Biologics, a division of the USDA . To qualify for an establishment license, an applicant also must qualify for at least one product license.

Prior to being granted a U.S. Veterinary Biologics Product License, the applicant must submit detailed information including test reports and research data sufficient to establish purity, safety, potency and efficacy of the product, an Outline of Production, and information regarding labeling and facilities that are to be used in preparation.

It is the Company’s opinion that factors such as the lack of need for multispecies pre clinical testing, smaller subject size in efficacy testing (subjects generally in the hundreds for veterinary equivalent of Phase III clinical trials as opposed to generally in the thousands for Phase III clinical trials for drug compounds for use in humans), lack of the requirement for premarket approval for medical devices intended for veterinary use should generally lead to a shorter timeframe for approval by the appropriate regulators of drugs, biologics, and medical devices intended for veterinary use as opposed to drugs, biologics, and medical devices intended for human use.

The Company is currently focusing its efforts and allocating its resources towards:

(a) The development and commercialization of ImenVax™, a therapeutic cancer vaccine for use in canines

(b) The acquisition of veterinary clinics

The Company is attempting to acquire currently existing veterinary clinics so that it may benefit from:

(a) Cash flow generated from operations during the development stage of the Company’s products and services,

(b) Utilization of the clinics for clinical testing,

On January 4, 2011, 2010, Entest CA acquired from Pet Pointers, Inc. ( a California corporation doing business as McDonald Animal Hospital) and Dr. Gregory McDonald DVM all the goodwill from Dr. McDonald and assets of Pet Pointers, Inc 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 which conducts business under the name McDonald Animal Hospital .

Consideration for the acquisition consisted of:

I. $70,000 in cash

II. $210,000 of the common shares of the Company 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 sellers to be paid in monthly installments of $1,500 per month

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

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

The Company also became obligated to make payment to Dr. McDonald of that number of shares of common stock of the Company’s common stock valued at the closing bid price of the trading day immediately prior to issuance which shall equal $70,000 upon completion of the first calendar year during the Employment Period (as such period is defined in the employment agreement entered into between McDonald and Entest CA dated December 31, 2010 ) in which the business acquired generates gross sales in excess of $700,000.

The payment of $50,000 due to Dr. McDonald was satisfied by the Company through the issuance of 143,000 of our common shares to Dr. Gregory McDonald on August 29, 2011.

Dr. McDonald was terminated from his position as Managing Licensee and Supervising Veterinarian of the McDonald Animal Hospital on March 30, 2012.

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.

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”).

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 amounts 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 $4,897 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.

Pursuant to the Agreement, the Company became 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.

Pursuant to the Agreement, the Company agrees not to engage in a competing business within a 5 mile radius of the property currently housing the McDonald Animal Hospital for three years.

The sale of assets pursuant to the Agreement closed on November 30, 2012. 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.

The acquisition of existing veterinary clinics / hospitals remains an integral part of the Company’s business plan. At this time, the company is seeking to identify and acquire veterinary practices existing and operating within the areas of San Diego, California and Orange County, California .The Company believes that these areas are close enough in proximity the Company’s headquarters to allow ease of interaction with the Company's management . In addition, the Company believes owning and operating veterinary clinics within the San Diego, California and Orange County , California areas will provide greater convenience for persons involved with the Company's research and development activities who may be required to utilitize those facilities. The company is currently in discussions with entities it believes can expedite local clinic acquisitions.

The Company has not undertaken any discussions with any pharmaceutical companies regarding the commercialization of any products under development. None of the Company’s products have been approved by any regulatory body for marketing within the United States or anywhere else. No assurance can be given that all or any of the Company’s currently planned products will ever be commercialized. Therapies which are veterinary biologics may be administered to patients of veterinary clinics that may be acquired prior to licensure under the

exemption provided by 9 CFR 107.1, which exempts a veterinary biologic from Federal regulation if the product was manufactured by veterinarians AND intended solely for use with their clients' animals under a veterinarian-client-patient (VCP) relationship.

Principal Products and Services

The Company is currently focusing its research and development efforts toward the successful development and commercialization of the ImenVax family of canine cancer vaccines as well as the acquisition of existing veterinary clinics / hospitals to be utilized as potential distribution channels for its ImenVax family of canine cancer vaccines. The Company believes that, in addition to serving as distribution channels for the Company’s immuno-therapeutic cancer vaccine for canines, these clinics will be able to generate revenue for the Company from current operations. It is anticipated by the Company that data collected from canine cancer treatment will provide support for eventual use of this therapy in humans and such therapy may be developed and commercialized by the Company in collaboration with larger and better capitalized pharmaceutical companies.

ImenVax™ I

ImenVax™ I, currently under development by the Company, is a therapeutic for canine cancer which involves isolating tumor cells from the patient and then placing the cells into a cell implant device that is inserted subcutaneously into the patient. The resulting expression of tumor antigens from the device is intended to generate an anti-tumor immune response. The implant chamber device provokes immune responses to the tumor cells isolated from the patient’s own tumor through a process known as indirect presentation. Tumor cells implanted in the device are exposed to conditions that are distinct from the tumor’s environment from which they were isolated. This altered environment allows for anti-tumor responses that are not ordinarily observed in the natural tumor progression.

The cells are :

1) Isolated from the tumor and freed from the natural tumor microenvironment

2) Subjected to an initial ischemic condition of hypoxia that induces increased antigen expression

3) Allowed to repopulate within the device in a context that facilitates extended release of tumor antigens.

The device utilized is comprised of a 0.4 micron inner membrane to retain the implanted cells and an

outer 5 micron membrane that allows blood vessels to form on the surface to enhance biocompatibility. The outer membrane is held in place by a polyester mesh. The membranes are sonically sealed using a polyester mesh insert.

The device contains a surface architecture that promotes vascularization in-vivo. There is an initial ischemic phase that may additionally influence the tumor cell growth characteristics and genetic regulation of the tumor cells.

It is hypothesized that shortly after implantation, the expression of immunosuppressive molecules is down regulated while the release of antigens is maintained, thus allowing immune responses to occur that would normally be suppressed.

The Antigens that are released from the implanted device are taken up by antigen presenting cells (APC).

It is believed that the APCs will be trained to recognize the cancer cells and alert the body’s immune response, activating antibodies and T cells to destroy the tumor cells.

The Company is currently conducting a ten dog safety study to Evaluate ImenVax™ I for the Treatment of Canine Oral Melanoma and determine adverse effects, if any. As of May 17, 2012 three dogs suffering from oral melanoma have been administered the therapy with no dog suffering any material adverse reaction.

Inclusion in the Safety Study is limited to ten dogs with histologically confirmed canine oral melanoma with a Studied Karnofsky performance status of one or less. The subject are required to be over eight kg with measurable tumor lesions by caliper or imaging, either primary or metastatic, that may or may not have had prior non-immunological-based therapy. No concurrent NSAID therapy is allowed and previous use of immune-based

therapies is not permitted. Subjects are required to have a two month life expectancy, and, not have any disease or condition (other than the cancer) that would preclude living for 3 to 6 months.

Toxicity is evaluated prior to, and after, treatment and monthly for a period of 3 months. To date, subjects have been recruited solely from patients of the McDonald Animal Hospital in order that the therapy may be administered licensure under the exemption provided by 9 CFR 107.1, which exempts a veterinary biologic from Federal regulation if the product was manufactured by veterinarians AND intended solely for use with their clients' animals under a veterinarian-client-patient (VCP) relationship. To date, 3 dogs have been enrolled in the safety study with none exhibiting any adverse effects. The Company estimates that an additional $100,000 will be required to be expended to complete the safety study.

Subsequent to completion of the safety study and pending favorable results, the Company plans to offer ImenVax™ I to its own patients under the exemption provided by 9 CFR 107.1, which exempts a veterinary biologic from Federal regulation if the product was manufactured by veterinarians AND intended solely for use with their clients' animals under a veterinarian-client-patient (VCP) relationship subject to the successful acquisition of one or more veterinary clinics by the Company.

ImenVax™ II

Also in early stage development by the Company is a version of ImenVax™ called ImenVax™ II which utilizes cell lines for sustained release of immunologically relevant cytokines for maximum anti-tumor immune responses. It is believed by the Company that this controlled release of cytokines will act as an adjuvant to be combined with patient’s tumor cells (antigens) within an implantable membrane encapsulation device.

ImenVax™ II is designed to function in a manner similar to ImenVax™ I. However, In order to further potentiate the tumor antigen specific immune responses, the Company intends to include adjuvant cytokine(s) along with tumor cells into the implantation device. The adjuvants can be added through cytokine expressing cell line. The implantation device to be utilized for administering ImenVax™ II is expected to be substantially similar to that utilized in administering ImenVax™ I.

ImenVax™ III

ImenVax III is intended to function by harnessing the ability of placental extracts to combat canine cancers. ImenVax™III is intended to treat existing tumors through stimulation of immune responses to:

a) kill tumor cells directly;

b) indirectly kill tumor cells by cutting off the tumor blood supply; and

c) block the ability of the tumor to suppress the immune system.

Xenogeneic (from different species) antigen induced immunity has been shown to break self tolerance and capable of engendering immune responses against the endogenous counterpart self-antigen. The use of xenogeneic placental derived agents such as VEGF (vascular endothelial growth factor) has demonstrated regression of soft tissue sarcomas in dogs (Kamstock D, Elmslie R, Thamm D, Dow S. 2007. Evaluation of a xenogeneic VEGF vaccine in dogs with soft tissue sarcoma. 56(8): 1299-309).

ImenVax™ III is intended to be an off the shelf formulation, manufactured under GMP, which shall harness the power of trophoblasts (cells forming the outer layer of a blastocyst, which provide nutrients to the embryo and develop into a large part of the placenta) derived from human placental tissue to combat canine cancers . No tissue

processing is required for the administration of the ImenVax™ III therapy as opposed to I and II as no cellular material from the patient is utilized.

ENT-576™

ENT-576™ is a proprietary therapy being developed by the Company for the treatment of Chronic Obstructive Pulmonary Disease (COPD) such therapy comprising of:

a) extracting a therapeutic number of cells from a tissue containing in part a stem cell population;

b) processing said population of cells derived from said tissue so as to concentrate said stem cell population;

c) systemic re-administration of said cell population into the same patient; and

d) exposing the patient lung to a sufficient intensity and frequency of laser irradiation necessary to augment therapeutic activity of said cells in said patient suffering from COPD. The Company has also considered utilizing an FDA approved biochemical drug to produce the desired augmentation of therapeutic activity.

A therapeutic intervention in COPD would require addressing the issues of inflammation and regeneration. Although approaches such as administration of bone marrow stem cells or fat derived cellular components have both regenerative and anti-inflammatory activity in animal models, the Company feels that the need to enhance their potency for clinical applications can be addressed through the usage of low level lasers which studies have demonstrated may induce growth factor production, inhibit inflammation and stimulate angiogenesis.

There can be no assurance that approvals required will be obtained for any of the Company’s current therapies under development, or that if such approvals are obtained that the Company will be able to effectively market its therapies. There can be no assurance given that actual costs and timeframes related to commercialization for any proposed product will not deviate materially from the Company’s estimation. Currently, none of the Company’s products under development may be administered or marketed in the United States or outside of the United states except pursuant to an exemption from relevant regulation. The Company does not anticipate conducting further research and development related to ENT-576™ until completion of the Safety Study due to limited resources available to the Company.

Distribution methods of the products or services:

The Company intends to distribute its products and services through several channels including:

	(a)	utilization of an internal sales force to market directly to veterinary professionals
	(b)	distribution through acquired veterinary clinics if and when such clinics are acquired
	(c)	utilization of contract sales organizations

On October 19, 2011 the Company entered into an agreement with RenovoCyte LLC and Medistem Inc. (“Agreement”) whereby the Company shall provide research services to RenovoCyte LLC in connection with a ten dog pilot study to determine the safety and effectiveness of the utilization of stem cell therapy for the treatment of arthritis in animals (“Pilot Study”). The term of the Agreement is from October 19, 2011 until the earlier of the completion of the Pilot Study or October 19, 2015 unless terminated by RenovoCyte LLC due to an event of force majeure exceeding a period of 4 months. As consideration for providing services pursuant to the Agreement, the Company shall enjoy joint publishing rights with regards to the results of the Pilot Study. Canine mesenchymal multipotent stem cell injections to be utilized during the course of the Pilot Study shall be provided to the Company by RenovoCyte LLC at no cost to the Company.

As of November 24, 2013 there have been 8 canine patients treated through the Pilot Study.

Competitive business conditions and Entest's competitive position in the industry and methods of competition

We are recently formed and have yet to achieve revenues or profits. The animal health pharmaceutical and biologics industries in which we intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do. Also, The companion animal healthcare industry (e.g. veterinary hospitals and veterinarians) although highly fragmented is also highly competitive.

We intend to be competitive by acquiring veterinary hospitals to serve as distribution channels for the products and services we produce. We also intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive advantage may be developed and commercialized .

To that effect, we have established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and complete a project in the most cost effective and rapid manner. The members of the Advisory Board have also agreed to act as consultants on a project by project basis in addition to other services they may provide under any other contractual obligations to us.

Members of the Advisory Board include as follows:

Dr. Brian Koos, MD:

Dr. Brian Koos is Professor and Vice Chair at Obstetrics and Gynecology at the David Geffen School of Medicine at UCLA, Professor at the Brain Research Institute at the UCLA School of Medicine, and Director of the Maternal-Fetal Medicine Fellowship (UCLA). Dr. Koos received his MD from Loma Linda University School of Medicine. Dr. Brian Koos is the brother of David R. Koos, the Company’s Chairman, President and CEO.

Dr. Koos serves as a member of the Advisory Board pursuant to an agreement by and between the Company and Bio-Matrix Scientific Group, Inc. entered into on June 19, 2009 whereby the Bio Matrix Scientific Group, Inc assigned its rights to the services of Dr. Koos to the Company for consideration to bio matrix Scientific Group of $10,000. Those rights included the services of Dr. Koos as a member of the Company’s Advisory Board for a period ending April 8, 2014.

Dr. Steven Josephs, PhD:

Dr. Josephs is currently serving as Executive Manager and Chief Scientific Officer of TherInject LLC, a company involved in the development of pharmaceuticals to be utilized for the treatment of cancer. Dr. Josephs has 34 years of experience in research and clinical product development and production for biologics, gene therapy and medical devices.

Dr. Josephs has previously served as Director of Research and Development for Therapheresis, Inc, Head of Virology and Senior Research Scientist for Baxter Healthcare Corporation, and Director of Molecular Biology at Universal Biotechnology, Inc where Dr. Josephs directed a group performing contract molecular biology services for government and private industry.

Dr. Josephs has also worked for the National Cancer Institute where his duties included studies of the human T-cell leukemia virus as well as sequence determination and functional analyses of HIV. Dr. Josephs is the co-discoverer of human herpesvirus-6, the etiologic agent of Roseola.

Dr. Josephs holds a B.A. in Chemistry, a Ph.D. in Chemistry and has been granted a Professional Certificate in Drug Development and an ADMET process certificate by the University of California, San Diego. Dr. Josephs has also earned a Master of Science in Science Teaching.

Dr. Josephs serves as a member of the Advisory Board at will and at the pleasure of the Board of Directors of the Company. There is no binding agreement by and between the Company and Dr. Josephs regarding membership on the Advisory Board.

Dr. Ewa Carrier, MD:

Dr. Carrier is Associate Professor of Clinical Medicine and Pediatrics, University of California San Diego

Blood and Marrow Transplant Program.

Dr. Carrier has served as principal investigator for the following clinical protocols:

Protocol For The Use of AMD3100 to Mobilize Peripheral Blood Stem Cells For Collection and Transplantation - Emergency Compassionate Use, Single Patient IND.

Erythropoietic Differentiation of Human ES Cells.

CTLA-4 Blockade with MDX-010 to Induce Graft-Versus-Malignancy Effects Following Allogeneic Hematopoietic Stem Cell Transplantation. (NCI Protocol Number P-6082) (closed to accrual).

Phase 3 Randomized, Open-label Clinical Trial of Tanespimycin (KOS-953) plus Bortezomib Compared to

Bortezomib Alone in Patients with Multiple Myeloma in First Relapse [Protocol KAG-301] [Protocol Version 21-JUL-2007]

Autologous Stem Cell Transplant for Myasthenia Gravis.

Collection of Bone Marrow from Patients with Multiple Myeloma for Study of New Therapies.

A Pilot Study of High-Dose Immunosuppression and Autologous Stem Cell Infusion in Patients with Systemic Lupus

Erythematosus Refractory to Conventional Therapy (closed to accrual).

Autologous Stem Cell Transplant for Myasthenia Gravis – a retrospective analysis.

Dr Carrier has served as co investigator for the following clinical protocols:

Pilot Study of Allogeneic Peripheral Blood Progenitor Cell Transplantation in Patients with Chemotherapy-Refractory or Poor- Prognosis Metastatic Breast Cancer.

Pilot Study of a Non-Myeloablative Preparative-Regimen for Allogeneic Peripheral Blood Progenitor Cell Transplantation in Patients with Chronic Myeloid and Lymphoid Malignancies.

Phase II Study of a Non-Myeloablative Preparative-Regimen for Allogeneic Hematopoietic Cell Transplantation From Matched Unrelated Donors in Patients with Chronic Myeloid and Lymphoid Malignancies.

A Phase II Study of Tumor-Specific Idiotype (Id) and Soluble GM-CSF Vaccination Following Autologous Peripheral Blood Stem Cell Transplantation in Patients with Low-Grade Non-Hodgkin's Lymphomas.

Phase II Study of FavId (Tumor-Specific Idiotype-KLH) and Soluble GM-CSF Immunotherapy in Patients with Stable or Progressive Grade 1 or 2 Follicular B-Cell Lymphomas [FavId01].

Phase II Trial of Rituxan® plus FavId™ (Tumor-Specific Idiotype-KLH) and GM-CSF Immunotherapy in Patients with Grade 1 or 2 Follicular B-Cell Lymphoma [FavId-04].

Dr. Carrier serves as a member of the Advisory Board at will and at the pleasure of the Board of Directors of the Company. There is no binding agreement by and between the Company and Dr. Carrier regarding membership on the Advisory Board

Dr. Feng Lin, MD:

Dr. Lin is the Director of Research and Development of Entest BioMedical, Inc. and has previously served as Director of Research and Development of Bio-Matrix Scientific Group, Inc., the Company’s largest shareholder.

Previously, Dr. Lin was a Senior Research Scientist, Research & Development with Inovio BC, San Diego and Postdoctoral Fellow in Burnham Institute for Medical Research, La Jolla.

Dr. Lin received his M.D. from Central South University Xiangya School of Medicine, Changsha, China, and received a M.S. Biochemistry & Molecular Biology and a Ph.D. Hematology & Physiology from the same institution.

Dr. Lin serves as a member of the Advisory Board at will and at the pleasure of the Board of Directors of the Company. There is no binding agreement by and between the Company and Dr. Lin regarding membership on the Advisory Board.

Brenda S. Phillips, D.V.M.

Dr. Phillips is a veterinary oncologist and co owner of Veterinary Specialty Hospital of San Diego. She received her Doctor of Veterinary Medicine in 1992 from Michigan State University, College of Veterinary Medicine.

Dr. Phillips agreed on January 6, 2011 to serve as a member of the Advisory Board for a period of 24 months. In connection with that agreement, Dr. Phillips received 10,000 common shares of the Company.

The U.S. market for veterinary services is highly fragmented. According to the American Veterinary Medical Association, there were more than 51,000 veterinarians practicing at the end of 2009. The principal factors in a pet owner’s decision as to which veterinarian to use include convenient location and hours, personal recommendations, reasonable fees and quality of care. In order to be competitive in the animal healthcare industry, we intend to direct our marketing efforts related to clinics, if and when they may be acquired, toward increasing the number of annual visits from existing clients through customer education efforts and toward attracting new clients through local print advertising campaigns.

Sources and availability of raw materials and the names of principal suppliers

The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

Entest has not been granted any patents. Entest is not currently party to any royalty agreements. Entest is not party to any binding labor contracts.

Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business

ImenVax™ I and ImenVax™ II are Veterinary Biologics. The U.S. Department of Agriculture (USDA) is authorized under the 1913 Virus-Serum-Toxin Act to ensure that all veterinary biologics produced in, or imported into, the United States are not worthless, contaminated, dangerous, or harmful. The Veterinary Biologics Program of the USDA's Animal and Plant Health Inspection Service (“APHIS”) oversees the veterinary biologics industry in the United States.

Prior to being granted a U.S. Veterinary Biologic Establishment License, the applicant must submit detailed information regarding the facilities and the qualifications of key personnel and must submit to an inspection of the facilities by the Center for Veterinary Biologics, a division of the USDA. To qualify for an establishment license, an applicant also must qualify for at least one product license.

In the event that a veterinary clinic or clinics can be acquired, the Company plans to attempt to distribute ImenVax™ I prior to licensure under the exemption provided by 9 CFR 107.1, which exempts a veterinary biologic from Federal regulation if the product was manufactured by veterinarians AND intended solely for use with their clients' animals under a veterinarian-client-patient (VCP) relationship.

ENT-576™ can be considered a “combination product” whose primary mode of action is through animal stem cells (a veterinary biologic) It is intended that the Company will obtain a U.S. Veterinary Biologics Establishment License and a U.S. Veterinary Biologics Product License from the U.S. Department of Agriculture. ENT-576™ can also be administered without license if administered in accordance with the safe harbor provided by 9 CFR 107.1.

ImenVax™ III can be considered a combination product whose primary mode of action is generated through trophoblasts derived from human placental tissue. Entest will be required to obtain approval from the US Food and Drug Administration (FDA) in order to market ImenVax™ III. Entest will apply for an Investigational New Animal Drug exemption (INAD) in order that the product may be shipped for testing and trials and will submit a New Animal Drug Application for ImenVax™ III.

The practice of veterinary medicine is primarily subject to State regulation. The Company will be required to comply with the statutes rules and regulations of the State in which an acquired veterinary clinic is located. Within the State of California, where the Company is focusing its acquisition efforts , the practice of veterinary medicine is primarily governed pursuant to The California Veterinary Medicine Practice Act (CA Bus.& Prof. Code § 4800 et seq.).

Amount spent during the last fiscal year on research and development activities

During the fiscal year ended August 31, 2013 we expended $0 on research and development activities.

Costs and effects of compliance with environmental laws (federal, state and local);

Entest has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.

Number of total employees and number of full-time employees

As of November 25, 2013, Entest has 1 employee of which 1 is full time.

Item 2. Properties

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.

Item 3. Legal Proceedings

On May 24, 2012, a Complaint (“Complaint”) was filed in the U.S. Bankruptcy Court for the District of Oregon against the Company by Titterington Veterinary Services Inc. (“TVS”). The Complaint is an adversary proceeding filed by TVS arising from TVS’s bankruptcy case currently pending in U.S. Bankruptcy Court for the District of Oregon. The Complaint alleges Breach of Contract resulting from the Company’s alleged failure to pay certain expenses the Company was required to pay pursuant to an agreement with TVS, Dr. Ronald Titterington, DVM and Dr. Kathy Snell, DVM (“TVS Agreement”). TVS is seeking a judgment and money award against the Company in an amount to be proven at trial which TVS estimates in the Complaint to be up to $50,000. TVS is also seeking a judgment and order against the Company to provide an accounting of all revenues received by the Company pursuant to the TVS Agreement, all expenses paid, unpaid, and due and owing pursuant to the TVS Agreement as well as a revenue share which TVS claims is due them pursuant to the TVS Agreement. TVS is also seeking a judgment requiring the Company to turn over a sum of money equal to expenses the Company was obligated to pay pursuant to the TVS Agreement. TVS is also seeking attorney’s fees and expenses. 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 and an outcome unfavorable to the Company may have a material adverse effect on the Company. On September 19, 2012 the Plaintiff’s Claim for Relief for turnover and an accounting under 11 U.S.C. § 542 and the Plaintiff's Claim for Relief for attorney fees were dismissed with prejudice and , as per the claim of breach of contract, the proceeding was transferred to the United States Bankruptcy Court for the District of Southern California for all further proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.

The Company’s authorized capital stock consists of 2,000,000,000 shares of common stock with a par value $0.001, and 5,000,000 shares of preferred stock with a par value $0.001 per share (of which 100,000 are designated as Series AA Preferred Stock and 4,400,000 are designated as Series B Preferred Stock) and 200,000 shares authorized of Non Voting Convertible Preferred Stock, par value $1.00 As of November 25, 2013 Entest BioMedical, Inc. had 1,153,070,662 common shares outstanding, 3, 201,397 Series B Preferred shares outstanding, 5,000 Series AA preferred shares outstanding and 0 Non Voting Convertible Preferred shares outstanding.

(a) Our common stock is traded on the OTCQB Tier of OTC Markets under the symbol "ENTB”. Prior to August 11, 2009 there was no established trading market for our common stock. From August 11, 2009 to February 23, 2011 our common stock traded primarily on the OTCBB. Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

September 1, 2011 to August 31, 2012	High		Low
First Quarter	$	0.598	$	0.1387
Second Quarter		0.100		0.03
Third Quarter		0.034		0.0017
Fourth Quarter	$	0.0225	$	0.0028
September 1, 2012 to August 31, 2013	High		Low
First Quarter	$	0.0053	$	0.0007
Second Quarter		0.0073		0.0005
Third Quarter		0.0064		0.0016
Fourth Quarter	$	0.0012	$	0.0030

Holders

As of August 31, 2013 there were approximately 340 holders of our Common Stock.

Dividends

No cash dividends were paid during the fiscal year ending August 31, 2013. We do not expect to declare cash dividends in the immediate future. 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.

Recent Sales of Unregistered Securities

For the Fiscal Year Ended August 31, 2013:

Shares Issued for Debt and Interest:

On September 30, 2013 the Company issued 60,000,000 Common Shares(“Shares”) in satisfaction of $13,350 of outstanding indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. 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 October 9, 2012 the Company issued 23,000,000 Common Shares(“Shares”) in satisfaction of $19,320 of outstanding convertible 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.

On October 22, 2012 the Company issued 10,810, 811 Common Shares(“Shares”) in satisfaction of $8,000 of outstanding convertible indebtedness.

On October 23, 2012 the Company issued 10,897,436 Common Shares(“Shares”) in satisfaction of $8,500 of outstanding convertible indebtedness.

On October 24, 2012 the Company issued 10,833,333 Common Shares(“Shares”) in satisfaction of $7,800 of outstanding convertible indebtedness.

On October 25, 2012 the Company issued 42,179,487 Common Shares(“Shares”) in satisfaction of $32,250 of outstanding convertible indebtedness.

On October 26, 2012 the Company issued 10,833,333 Common Shares(“Shares”) in satisfaction of $7,800 of outstanding convertible indebtedness.

On November 6, 2012 the Company issued 4,642,587 Common Shares(“Shares”) in satisfaction of $2,600 of outstanding convertible indebtedness and 3,035,894 Common Shares (“Additional Shares”) in satisfaction of $1,700 of accrued interest.

The Shares and Additional Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares and Additional Shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the Shares and Additional Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares and Additional Shares.

On November 15, 2012 the Company issued 36,261,905 Common Shares(“Shares”) in satisfaction of $2,600 of outstanding convertible indebtedness.

On July 8, 2013 the Company issued 22,727,273 Common Shares(“Shares”) in satisfaction of $25,000 of outstanding convertible indebtedness.

On October 2, 2013 the Company issued 24,848,485 Common Shares(“Shares”) in satisfaction of $8,200 of outstanding convertible indebtedness.

On October 8, 2013 the Company issued 27,727,273 Common Shares(“Shares”) in satisfaction of $6,100 of outstanding convertible indebtedness.

On October 9, 2013 the Company issued 27,727,273 Common Shares(“Shares”) in satisfaction of $5,600 of outstanding convertible indebtedness.

On October 10, 2013 the Company issued 27,777,778 Common Shares(“Shares”) in satisfaction of $5,000 of outstanding convertible indebtedness.

On October 14, 2013 the Company issued 60,000,000 Common Shares(“Shares”) in satisfaction of $13,350 of outstanding indebtedness.

On October 15, 2013 the Company issued 27,777,778 Common Shares(“Shares”) in satisfaction of $5,000 of outstanding convertible indebtedness.

On October 18, 2013 the Company issued 20,652,000 Common Shares(“Shares”) in satisfaction of $3,300 of outstanding convertible indebtedness.

On October 22, 2013 the Company issued 27,500,000 Common Shares(“Shares”) in satisfaction of $3,300 of outstanding convertible indebtedness.

On October 24, 2013 the Company issued 27,500,000 Common Shares(“Shares”) in satisfaction of $1,400 of outstanding convertible indebtedness.

On November 13, 2013 the Company issued 60,000,000 Common Shares(“Shares”) in satisfaction of $13,350 of outstanding indebtedness.

Shares issued pursuant to Contractual Obligations:

On November 14, 2013 the Company issued 26,868,132 Common Shares(“Shares”) pursuant to contractual obligations contained in certain convertible notes.

On December 5, 2012 the Company issued 6,043,651 common shares (“Shares”) pursuant to contractual obligations contained in certain convertible notes outstanding.

Shares issued pursuant to legal settlement.

On March 12, 2013 41,000,000 Common Shares (“Shares”) were issued to 18KT.TV LLC pursuant to a SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE by and between 18KT.TV LLC and the Company.

Shares issued for conversion of nonvoting convertible preferred stock.

On February 15, 2013 the Company issued 30,649,351 Common Shares (“Shares”) pursuant to a conversion of $23,600 of Non Voting Convertible Preferred Shares.

On March 13, 2013 the Company issued 3,011,583 Common Shares (“Shares”) pursuant to a conversion of 7,800 Non Voting Convertible Preferred Shares.

On May 22, 2013 the Company issued 17,928, 571 Common Shares (“Shares”) pursuant to a conversion of 18,825 Non Voting Convertible Preferred Shares.

Use of Proceeds, Registered Offering

The Company has filed a registration statement on Form S-1 under the Securities Act of 1933 registering for resale up to 37,640,314 shares of our common stock by Southridge which are Put Shares that may be put to Southridge pursuant to an Equity Purchase Agreement dated as of June 1, 2012 by and between Southridge Partners II, LP (“Southridge”) and the Company (“June Purchase Agreement”). The Registration Statement was declared effective by the United States Securities and Exchange Commission on August 27, 2012.

The June Purchase Agreement with Southridge provides that Southridge is committed to purchase up to $10 million of our common stock. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the June Purchase Agreement.

We will not receive any proceeds from the sale of the common stock offered through this prospectus by Southridge. However, we will receive proceeds from any sale of the common stock under the Purchase Agreement to Southridge

Between September 4, 2012 and September 17, 2012 the Company sold 26,802,465 common shares to Southridge for the gross amount of $50,000 pursuant to the June Purchase Agreement. The proceeds were utilized as follows:

(1)

$20,000 was utilized to pay debt due to Southridge

(2)

$2,500 was paid to Capital Path Securities who acted as placement agent

(3)

$27,500 was utilized for working capital purposes

On October 2, 2012 the Company sold 10,837,849 common shares to Southridge for the gross amount of $14,300 pursuant to the June Purchase Agreement. Total gross proceeds of $14,300 were utilized to pay $14,300 of debt due to Southridge by the Company.

Item 6. Selected Financial Data

As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As of August 31, 2013, we had Cash in the amount of $9,610 and as of August 31, 2012 we had Cash in the amount of $42,737.

The decrease in Cash of approximately 77% is attributable to attributable to expenses incurred by the Company in the operation of its business and payment of its obligations partially offset by funds received by the Company as a result of net borrowings and proceeds pursuant to the June Purchase Agreement.

As of August 31, 2013, we had Trade Accounts Receivable of $0 and as of August 31, 2012 we had Trade Accounts Receivable of $2,268.

The decrease in Trade Accounts Receivable of 100% is attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital.

As of August 31, 2013, we had Inventory of $0 and as of August 31, 2012 we had Inventory of $10,298.

The decrease in Inventory of 100% is attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital.

As of August 31, 2013 we had Due from an Affiliate of $34,895 and as of August 31, 2012 we had Due from an Affiliate of $39,140.

The decrease in Due from an Affiliate of approximately 11% is attributable to the payment of $5,000 to the Company by Bio Matrix Scientific Group, Inc offset by the payment by the Company of $755 in expenses on behalf of Bio Matrix Scientific Group, Inc during the year ended August 31, 2013.

As of August 31, 2013 we had Current Portion of Prepaid Expenses of of $8,000 and as of August 31, 2012 we had Current Portion of Prepaid Expenses of $13,000.

The decrease in Current Portion of Prepaid Expenses of approximately 38% is attributable to the incurrence by the Company of expenses related to the derecognition of $5,000 of Prepaid Expenses which the Company has determined are related to services that are unlikely to be provided.

As of August 31, 2013 we had an Employee Receivable of $0 and as of August 31, 2012 we had an Employee Receivable of $4,349.

The decrease in Employee Receivable of 100% is attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital.

As of August 31, 2013 we had Property & Equipment (Net of Accumulated Depreciation) of $1,919 and as of August 31, 2012 we had Property & Equipment (Net of Accumulated Depreciation) of $ 8,832.

The decrease in Property & Equipment (Net of Accumulated Depreciation) of approximately 78% was primarily attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital.

As of August 31, 2013 we had a Goodwill of $0 and as of August 31, 2012 we had an Goodwill of $405,000.

The decrease in Goodwill of 100% is attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital

As of August 31, 2013 we had Intangible Assets of $272 and as of August 31, 2012 we had Intangible Assets of $1,052.

The decrease in Intangible Assets of approximately 74% is primarily attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital as well as amortization expenses recognized during the year ended August 31, 2013.

As of August 31, 2013 we had Deposits of $0 and as of August 31, 2012 we had Deposits of $1,151 .

The decrease in Deposits of 100% is primarily attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital

As of August 31, 2013 we had Accounts Payable of $101,615 and as of August 31, 2012 we had Accounts Payable of $74,574.

The increase in Accounts Payable of approximately 36% is primarily attributable to increases in outstanding obligations of the Company incurred in the course of business.

As of August 31, 2013 we had Notes Payable of $272,644 and as of August 31, 2012 we had Notes Payable (Including Long Term Portion of Notes payable) of $261,831.

The increase in Notes Payable of approximately 21% is primarily attributable to :

(a)

Net Borrowings during the period of $87,408 from David Koos, the company’s CEO

(b)

Net borrowings during the period from third party lenders of $24,348

Offset by:

the elimination of certain obligations pursuant to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital

As of August 31, 2013 we had Convertible Notes Payable, Net of Discount of $101,000 and as of August 31, 2012 we had Convertible Notes Payable, Net of Discount of $121,495.

The decrease in Convertible Notes Payable, Net of Discount of approximately 17% is primarily attributable to conversions of principal amounts of convertible indebtedness into the common shares of the Company offset by the issuance on September 20, 2012 of a convertible note in the amount of $63,000 and the recognition of Interest Expense attributable to amortization of discount during the course of the year ended August 31, 2013.

As of August 31, 2013 we had Accrued Expenses of $258,313 and as of August 31, 2012 we had Accrued Expenses of $119,726.

The increase in Accrued Expenses of approximately 115% is primarily attributable to:

(a)

$105,500 in salary accrued but unpaid to David R. Koos

(b)

$33,627 in interest expense accrued but unpaid

Offset by a reduction of $540 in accrued payroll taxes.

Material Changes in Results of Operations

Revenues from continuing operations were $0 for the fiscal year ended August 31, 2013 and -0- for the fiscal year ended August 31, 2012 . Net losses from continuing operations were $1,293,583 for the fiscal year ended August 31, 2013 and $1,917,966 for the fiscal year ended August 31, 2012.

The decrease in Net Losses from continuing operations of approximately 32% is primarily attributable to :

(a)

Research and Development expenses incurred during the six months ended February 29, 2012 of $5,798

(b)

Decreases in rental expenses of approximately 42%

(c)

Decreases in consulting expenses incurred of approximately 70%

(d)

The recognition of $145,362 during the fiscal year ended 2012 of expenses incurred pursuant to that agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell.

(e)

The recognition of a loss on impairment of intangible assets during the quarter ended February 29, 2012 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)

Decreases in interest expenses attributable to amortization of discount attributable to Beneficial Conversion Features of approximately 25%

(g)

A onetime gain of $61,168 attributable to liabilities derecognized in the disposition of the McDonald Animal Hospital recognized during the quarter ended November 30, 2012.

(h)

Expenses of $75,000 recognized during the period ended May 31, 2012 in connection with the issuance of 75,000 shares of Nonvoting Convertible Preferred Stock.

Offset primarily by:

	(a)	$187,699 of income recognized during the quarter ended February 29, 2012 pursuant to that agreement entered into by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington and Dr. Kathy Snell .
	(b)	$56,343 of expenses incurred as a result of issuance of securities below par value during the fiscal year ended August 31 , 2013
	(c)	Other Income of $94,949 recognized during the fiscal year ended August 31, 2012 resulting from the cancellation of securities previously issued as compensation for services.
	(d)	Recognition of a $22,906 one time loss on assets disposed of in the disposition of the McDonald Animal Hospital during the quarter ended November 30, 2012.
	(e)	Recognition of a Goodwill impairment charge of $405,000 attributable to the disposition as of November 30, 2012 of certain assets related to the McDonald Animal Hospital
	(f)	Increases in General and Administrative and Administrative expenses during the fiscal year ended August 31, 2013 when compared to the same period ended 2012 of approximately 37%
	(g)	Increase in interest expense not attributable to amortization of discount attributable to Beneficial Conversion Features of approximately 42%.

As of August 31, 2013 we had $9,610 cash on hand and current liabilities of $741,572 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 ours 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.

As of November 25, 2013 we are not party to any binding agreements which would commit Entest to any material capital expenditures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Entest Biomedical Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Entest Biomedical Inc.(A Development Stage Company) as of August 31, 2012 and 2013, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2013 and since inception on August 22, 2008 through August 31, 2013. Entest Biomedical’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Entest Biomedical Inc.(A Development Stage Company) as of August 31, 2012 and 2013, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2013 and since inception on Augst 22, 2008 through August 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has no revenues, has negative working capital at August 31, 2013, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

December 12, 2013

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

ENTEST BIOMEDICAL, INC.
( A Development Stage Company)
Consolidated Balance Sheet
		As of	As of
		August 31, 2013	August 31, 2012


ASSETS
Current Assets
	Cash	9,610	42,737
	Trade accounts receivable, less allowance for uncollectable accounts
	of $0 and $0 at May 31 2013 and August 31, 2012 respectively		2,268
	Inventory		10,298
	Due from Affiliate	34,895	39,140
	Current Portion of Prepaid Expenses	8,000	13,000
	Employee Receivable		4,349
Total Current Assets		52,505	111,792

Property & Equipment (Net of Accumulated Depreciation)		1,919	8,832
Goodwill			405,000
Intangible Assets (Net of Accumulated Amortization)		270	1,052


	Non Current Portion of Prepaid Expenses
	Deposits		1,151


TOTAL ASSETS		54,694	527,827

LIABILITES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts Payable	101,615	74,574
	Notes Payable	272,644	225,362
	Convertible notes payable, net of discount	101,000	121,495
	Penalty Payable on Convertible Notes,net of discount
	Due to Other	8,000	8,000
	Accrued Expenses	258,313	119,726
Total Current Liabilities		741,572	549,157

	Notes Payable		36,469

TOTAL LIABILITIES		741,572	585,626

STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value, authorized 2,000,000,000 shares;
	issued and outstanding 223,492,927 and 561,856,768 shares
	as of August 31, 2012 and August 31, 2013 respectively	561,855	223,493
Preferred Stock , $0.001 par value 5,000,000 shares authorized,
	0 shares issued and outstanding as of August 31,2012 and August 31, 2011
	Series AA Preferred Stock, $0.001 par value 100,000 shares authorized,
	5,000 shares issued and outstanding at August 31, 2012 and
	as of August 31, 2013	5	5
	Series B Preferred	3,201	3,201
	$0.001 par value, 4,400,000 shares authorized, 3,201,397
	issued and outstanding as of August 31, 2012 and August 31, 2013
	NonVoting Convertible Preferred	24,775	75,000
	$1 par value, 200,000 shares authorized, 75,000 and 24,775
	issued and outstanding as of August 31, 2012 and August 31, 2013
Additional Paid in Capital		3,441,563	3,030,642
Contributed Capital		274,162	274,162
Accumulated Deficit		(4,992,439)	(3,664,302)

Total Stockholders' Equity		(686,878)	(57,799)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY		54,694	527,827

The accompanying Notes are an integral part
of these Financial Statements

ENTEST BIOMEDICAL INC.
( A Development Stage Company)
Consolidated Statement of Operations
		For the Twelve Months ended	For the Twelve Months ended	From inception (August 22, 2008) to
		August 31, 2013	August 31, 2012	August 31, 2013



TOTAL REVENUE		0	0	0


COSTS AND EXPENSES
	Research and Development		5,798	145,794
	Rent Costs	37,032	64,492	208,960
	General and Administrative	514,310	374,098	1,967,477
	Incorporation Costs			408
	Consultant's Expenses	111,655	367,994	850,066
	Miscellaneous Expenses			78
	Total Costs and Expenses	662,997	812,382	3,172,783

OPERATING LOSS		(662,997)	(812,382)	(3,172,783)

OTHER INCOME AND EXPENSE
	Other Income	70,475	94,949	165,523
	Penalties on Convertible Debentures	(63,000)		(63,000)
	Loss on dercognition of assets due to divestiture	(22,906)		(22,906)
	Loss on Early Extinguishment of Debt		(18,647)	(18,647)
	Income generated from revenue		187,699	187,699
	Share Agreement
	Expenses incurred from Revenue
	Share Agreement		(145,362)	(145,362)
	Loss on Impairment of intangible		(683,333)	(683,333)
	assets
	Interest Expense	(41,762)	(29,400)	(102,641)
	Interest Expense attributable to
	amortization of discount	(140,307)	(380,480)	(537,215)
	Loss on Impairment of Goodwill	(405,000)		(405,000)
	Gain on dercognition of Liabilities due to
	Divestiture	61,168		61,168
	Expense attributable to issuance of common shares
	below par value	(56,343)		(56,343)
	Expense attributable to issuance
	of shares pursuant to contractual
	obligation	(32,911)	(23,868)	(56,779)
	Expense attributable to issuance of
	Non Voting Convertible Preferred
	Shares in connection with Stock
	Purchase Agreement		(75,000)	(75,000)
TOTAL OTHER INCOME AND EXPENSE		(630,586)	(1,073,442)	(1,751,836)

LOSS BEFORE INCOME TAXES		(1,293,583)	(1,885,824)	(4,924,619)
	income Taxes	0	0	0

NET LOSS		(1,293,583)	(1,885,824)	(4,924,619)
	Beneficial conversion feature
	attributable to issuance of NonVoting
	Preferred Stock		(32,142)	(32,142)

	NET LOSS from continuing
	Operations	(1,293,583)	(1,917,966)	(4,956,761)

	Net Income (Loss) from discontinued operations	(34,554)	(3,739)	(35,678)

	NET LOSS available to common shareholders	(1,328,137)	(1,921,705)	(4,992,439)

	BASIC AND DILUTED EARNINGS
	(LOSS) PER SHARE	$ (0.003)	$ (0.02)

	WEIGHTED AVERAGE
	NUMBER OF COMMON
	SHARES OUTSTANDING	458,310,240	94,990,042


	The accompanying Notes are an integral part
	of these Financial Statements

Entest BioMedical, Inc. ( A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From inception ( August 22, 2008) to August 31, 2012

							Non Voting				Accumulated
			Series				Convertible				Deficit
			AA		Series B		Preferred		Additional	Contrib-	during the
	Common		Preferred		Preferred				Paid-in	uted	Development
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Capital	Stage	Total
Beginning balances Aug. 22, 2008	-	-							-	-	0	0
Shares issued to parent August 23, 2008	1,500	408										408
Net Loss August 22, 2008
through August 31, 2008											(408)	(408)

Balances August 31, 2008	1,500	408							-	-	(408)	0
Recapitalization in connection with
reverse acquisition July 10, 2009	(1,500)	(408)							408	0		0
	10,000,000	10,000							(10,000)	0		0


Common Shares issued in Reverse
Acquisition July 10, 2009	4,000,000	4,000							(4,000)	0		0
Increases in Contributed Capital	-	-							-	485		485
Common Shares issued for Cash August 3, 2009	1,000,000	1,000							99,000	0		100,000
Restricted Stock Award issued to
employee August 3, 2009	2,000,000	2,000							(2,000)	0		0
Restricted Stock Award
compensation expense for the
year ended August 31, 2009	-	-							24,725	0		24,725
Common Stock issued to
consultant August 31, 2009	50,000	50							199,950	0		200,000
Net Loss year ended Aug. 31, 2009											(245,515)	(245,515)
Balance August 31 2009	17,050,000	17,050							308,083	485	(245,923)	79,695
Common Shares issued for Cash September 10,2009	500,000	500							49,500	-	-	50,000
Restricted Stock Award
compensation expense for the
3 months ended Nov. 30, 2009	-	-							98,916	-	-	98,916
Common Stock as Compensation October 5, 2009	3,040	3							4,557	-	-	4,560
Increases in Contributed Capital	-	-							-	4,263	-	4,263

Restricted Stock Award
compensation expense for the
3 months ended February 28, 2010	-	-							76,359	-	-	76,359
Increases in Contributed Capital	-	-							-	10,356	-	10,356
Net Loss year ended Aug. 31, 2010	-	-							-	-	(544,891)	(544,891)
Balance August 31 2010	17,553,040	17,553							537,415	15104	(790,814)	(220,742)
Common Shares issued for Cash October 2 , 2010	2,000,000	2,000							98,000	-	-	100,000
Common Shares issued for Cash January 6 2011	200,000	200							99,800			100,000
Common Shares issued for cash january 4 2011	17,600	17							17,583			17,600
Common Shares issued for Debt January 3, 2011	38,712	37							39,952	-	-	39,989
Common Shares issued for Debt April 4, 2011	600,000	600							250,578			251,178
Common Shares issued for Debt August 29 2011	143,000	143							49,857			50,000

Common Shares issued to Consultants 11/ 16/ 2010	45,000	45							53,055	-	-	53,100
Common Shares issued to Consultants 11/ 30/ 2010	10,000	10							9,290			9,300
Common Shares issued to Consultants 2/4/2011	10,000	10							41,990			42,000
Common Shares issued to Consultants 1/4/2011	9,383	9							17,632			17,641
Common Stock issued to employees January 3, 2011	38,000	38							71,402	-	-	71,440
Common Stock issued to employees January 14, 2011	102,766	103							193,097			193,200
Common Stock issued to employees February4, 2011	5,000	5							20,595			20,600
Common Stock issued to employees march 25, 2011	7,000	7							14,923			14,930
Common Stock issued to employees August 11, 2011	11,000	11							3,218			3,229

Restricted Stock Awards issued to employee 4/ 1 /2011	50,000	50							(50)	-	-	-
Restricted Stock Award Compensation
expense recognized	-	-							10,000	-	-	10,000
Discount on Convertible Debt recognized	-	-							88,998	-	-	88,998
Increases in Contributed capital	-	-							-	259,058	-	259,058
Preferred Stock issued for Accrued compensation June 9, 2011			5,000	5					1,995			2,000
Net Loss Year ended August 31, 2011											(954,398)	(954,398)
Discontinued operations											2,615	2,615
Balance August 31 2011	20,840,501	20,838	5000	5					1,619,330	274162	(1,742,597)	171,738
Common Shares issued for services 10/07/2011	50,474	50							17,950			18,000
Common Shares issued for services 11/22/2011	18,499	18							4,565			4,583
Common Shares issued for services 1/10/2012	27,499	27							8,241			8,268
Common Shares issued for services 2/26/2012	175,528	173							52,225			52,398
Common Shares issued for services 3/14/2012	3,000,000	3,000							85,500			88,500
Common Shares issued for intangible assets 11/11/2011	2,500,000	2,500							697,500			700,000
Discount on Convertible Note Recognized									350,915			350,915
Common Shares issued for debt 11/28/2011	134,983	134							11,866			12,000
Common Shares issued for debt 12/12/2011	258,824	259							10,741			11,000
Common Shares issued for debt 12/19/2011	338,983	339							11,661			12,000
Common Shares issued for debt 1/27/2012	227,963	228							7,272			7,500
Common Shares issued for debt 2/3/2012	528,821	529							14,471			15,000
Common Shares issued for debt 2/16/2012	721,154	721							14,279			15,000
Common Shares issued for debt 3/07/2012	2,322,695	2,323							30,427			32,750
Common Shares issued for debt 3/21/2012	1,162,791	1,163							13,837			15,000
Common Shares issued for debt 3/26/2012	1,411,765	1,412							10,588			12,000
Common Shares issued for debt 3/21/2012	723,404	723							9,477			10,200
Common Shares issued for debt 3/26/2012	1,605,737	1,606							11,044			12,650
Common Shares issued for debt 4/02/2012	886,222	886							3,102			3,988
Common Shares issued for debt 4/03/2012	1,590,909	1,591							5,409			7,000
Common Shares issued for debt 4/02/2012	788,889	789							2,761			3,550
Common Shares issued for debt 4/10/2012	1,944,444	1,944							1,556			3,500
Common Shares issued for debt 4/10/2012	3,611,111	3,611							2,889			6,500
Common Shares issued for debt 4/12/2012	4,722,222	4,722							3,778			8,500
Common Shares issued for debt 4/13/2012	8,250,166	8,250							6,600			14,850
Common Shares issued for debt 4/17/2012	5,000,000	5,000							3,000			8,000
Common Shares issued for debt 4/17/2012	6,250,000	6,250							3,750			10,000
Common Shares issued for debt 4/19/2012	2,724,968	2,725							1,575			4,300
Common Shares issued for debt 4/18/2012	1,250,000	1,250							750			2,000
Common Shares issued for debt 4/24/2012	4,005,787	4,006							2,916			6,922
Common Shares issued for debt 5/01/2012	8,000,000	8,000							4,000			12,000
Common Shares issued for debt 5/03/2012	7,142,857	7,143							2,857			10,000
Common Shares issued for debt 5/07/2012	7,692,308	7,692							2,308			10,000
Common Shares issued for debt 5/09/2012	500,000	500							0			500
Common Shares issued for debt 6/20/2012	1,590,562	1,591							6,330			7,921
Common Shares issued for debt 6/20/2012	15,873,016	15,873							44,127			60,000
Common Shares issued for debt 6/20/2012	1,590,562	1,591							6,330			7,921
Common Shares issued for debt 6/25/2012	1,808,172	1,808							4,819			6,627
Common Shares issued for debt 8/09/2012	10,650,777	10,651							2,602			13,253
Common Shares issued for debt 8/09/2012	5,325,603	5,326							1,301			6,627
Common Shares issued for interest 1/27/2012	51,672	52							1,648			1,700
Common Shares issued for interest 4/10/2012	833,333	833							667			1,500
Common Shares issued for interest 4/18/2012	875,000	875							525			1,400
Common Shares issued for interest 5/09/2012	1,300,000	1,300							0			1,300
Cancellation of Common Shares Issued 1/10/2012	(90,000)	(83)							(86,687)			(86,687)
Restricted Stock Award to employees 4/3/2012	77,000,000	77,000							(77,000)			0
Restricted Stock Award to consultant 4/3/2012	15,000,000	15,000							(15,000)			0
Restricted Stock Award compensation
Expense Recognized									58,491			58,491
Series B Preferred Dividend paid 3/06/2012					3,201,397	3,201			(3,201)			0
Issuance of Non Voting Convertible
Preferred Shares 3/27/2012							75,000	75,000				75,000
Recognition of Beneficial Conversion Feature									32,142			32,142
Non Voting Convertible Preferred Shares
Shares issued pursuant to Contractual Obligations 4/11/2012	1,029,679	1,030							3,192			4,222
Shares issued pursuant to Contractual Obligations 4/11/2012	1,276,996	1,277							3,957			5,234
Shares issued pursuant to Contractual Obligations 4/13/2012	1,101,420	1,101							2,643			3,745
Shares issued pursuant to Contractual Obligations 4/13/2012	1,329,633	1,329							3,190			4,520
Shares issued pursuant to Contractual Obligations 8/02/2012	1,536,998	1,537							4,611			6,148

Cancellation of Restricted Stock Award to Employee	(15,000,000)	(15,000)							6,813			(8,187)
8/6/2012
Net Loss Year ended August 31, 2012											(1,885,824)	(1,885,824)
Beneficial Conversion Feauture Deemed Dividend											(32,142)	(32,142)
Discontinued Operations											(3,739)	(3,739)
Balance August 31 2012	223,492,927	223,493	5,000	5	3,201,397	3,201	75,000	75,000	3,030,642	274,162	(3,664,302)	(57,799)
Common Shares issued for debt 10/22/2012	10,810,811	10,811										10,811
Common Shares issued for debt 10/23/2012	10,897,436	10,897										10,897
Common Shares issued for debt 10/24/2012	10,833,333	10,833										10,833
Common Shares issued for debt 10/25/2012	10,833,333	10,833										10,833
Common Shares issued for debt 10/26/2012	10,833,333	10,833										10,833
Common Shares issued for debt 11/06/2012	4,642,587	4,643										4,643
Common Shares issued for debt 10/09/2012	23,000,000	23,000										23,000
Common Shares issued for debt 10/25/2012	31,346,154	31,346										31,346
Common Shares issued for debt 11/16/2012	36,261,905	36,262										36,262
Common Shares issued for debt 07/08/2012	22,727,273	22,727							2,273			25,000
Common Shares issued for Interest 11/06/2012	3,035,894	3,036										3,036
Common Shares issued for cash 9/4/2012	10,000,000	10,000							8,655			18,655
Common Shares issued for cash 9/10/2012	10,000,000	10,000							8,655			18,655
Common Shares issued for cash 9/17/2012	6,802,465	6,802							5,888			12,690
Common Shares issued for cash 10/02/2012	10,837,849	10,838							3,462			14,300
Common Shares issued for Nonvoting Converible Preferred
Stock 3/13/2013	3,011,583	3,012					(7,800)	(7,800)	4,788			0
Common Shares issued for Nonvoting Converible Preferred
Stock 5/22/2013	17,928,571	17,929					(18,825)	(18,825)	896			0
Common Shares issued for Nonvoting Converible Preferred
Stock 2/15/2013	30,649,531	30,649					(23,600)	(23,600)				7,049
Common Shhares issued as legal settlement 3/12/2013	41,000,000	41,000							155,800			196,800
Discount on Convertible Note recognized									63,000			63,000
Discount on penalty on Convertible Note recognized									34,303			34,303
Restricted Stock Award compensation
Expense Recognized									123,200			123,200
Common Shares issued pursuant to
Contractual Obligations 11/14/2012	26868132	26868										26,868
Common Shares issued pursuant to
Contractual Obligations 12/05/2012	6,043,651	6,043										6,043
Net Loss Year ended August 31, 2013											(1,293,583)	(1,293,583)
Discontinued Operations											(34,554)	(34,554)
Balance August 31 2013	561,856,768	561,855	5,000	5	3,201,397	3,201	24,775	24,775	3,441,563	274,162	(4,992,439)	(686,878)

ENTEST BIOMEDICAL, INC.
( A Development Stage Company)
Consolidated Statement of Cash Flows

			Year Ended	Year Ended	From inception until
			August 31, 2013	August 31, 2012	August 31, 2013





	OPERATING ACTIVITIES
	Net (loss)		(1,293,583)	(1,885,824)	(4,924,619)
	Adjustments	to reconcile net loss to net cash used
	by operating	activities:
		Depreciation Expense	2,073	8,461	16,125
		Amortization Expense	770	776	2,017
		Stock issued as Compensation to Employees	99,200	48,681	661,280
		Stock issued as Compensation to Consultants	24,000	181,540	532,142
		Preferred Stock issued for accrued compensation			2,000
	Change in	operating assets and liabilities:
		(Increase) Decrease in Trade Accounts Receivable	2,268	867	0
		(Increase) Decrease in Inventory	10,298	(2,312)	0
		(Increase) Decrease in Employee Receivable	4,349		0
		Increase (Decrease) in Accounts Payable	27,040	47,010	101,614
		(Increase) Decrease in Prepaid Expenses	5,000	59,500	(8,000)
		(Increase) Decrease in Due from Affiliate	4,245	(39,140)	(34,895)
		(Increase) Decrease in Deposits	1,151	(1,151)	0
		Increase(Decrease) in amortization of intangibles		16,667	16,667
		Increase (Decrease) in Accrued Expenses	138,586	52,520	258,311
		(Increase)Decrease on gain realized on cancellation
		of stock		(94,937)	(94,937)
		Increase(Decrease) in Loss on Impairment
		of Intangible Assets		683,333	683,333

		Net Cash Provided Used in Operating Activities	(974,603)	(924,009)	(2,788,962)

	INVESTING ACTIVITIES
		Purchase/Sale of Equipment	0	0	(22,884)

		Net cash Provided by (Used in) Investing Activities	0	0	(22,884)

	FINANCING ACTIVITIES
		(Increase) Decrease in Goodwill from acquisition	405,000		0
		Noncash Loss on derecognition of assets	4,840		4,840
		Expenses incurred resulting from issuance of stock for less than par	56,343		56,343
		Increase (Decrease) in Common stock issued for cash	64,300		431,900
		(Increase) Decrease in Intangible Assets (net)			(2,299)
		Increase (Decrease) in Common stock issued
		for expenses	231,411	104,768	336,234
		Increase (Decrease) in Due to Affiliate			8,000
		Increase (Decrease) in Notes Payable	116,832	470,901	1,210,385
		Increase (Decrease) in Contributed Capital			274,161
		Increase (Decrease) in Additional paid in Capital	97,304	350,915	537,570
		Net Cash Provided by Financing Activities	976,030	926,584	2,857,134
	DISCONTINUED OPERATION
		Profit(Loss) from discontinued operations	(34,554)	(3,739)	(35,678)
		Net Increase in Cash	(33,127)	(1,164)	9,610

		Cash at Beginning of Period	42,737	43,901	0


		Cash at End of Period	9,610	42,737	9,610

Supplemental Disclosure of Noncash investing and financing activities:


Stock issued in payment of Debt			126,500	369,059	886,726
Stock issued in Acquisition of McDonald Animal Hospital					210,000
Stock issued pursuant to Titterington Agreement				700,000	700,000


The accompanying Notes are an integral part
of these Financial Statements

Entest BioMedical, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

As of August 31, 2013

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 August 31, 2013 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 August 31, 2013 consisted of $272,644 of Notes Payable, $101,000 of Convertible Notes payable , $8,000 due to TheraCyte, Inc. and $34,895 due from an affiliate. The fair value of all of the Company’s financial instruments as of August 31, 2013 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 August 31, 2012 and August 31, 2013 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

On 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.

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 $4,992,439 during the period from August 22, 2008 (inception) through August 31, 2013. 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. The Company has also raised $174,756 from borrowings during the year ended August 31, 2013.

On June 1, 2012 the Company entered into an Equity Purchase Agreement (the "June Purchase Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").

Under the terms of the June 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.

Any sale of Shares pursuant to the June Agreement is subject to a Registration Statement filed under the Securities Act of 1933 remaining effective for the sale by Southridge of those Shares.

June 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 June Agreement was executed and delivered by the Company and Southridge.

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 June Purchase Agreement 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.

On June 12, 2012 a registration statement on form S-1 was filed with the United States Securities and Exchange Commission registering 46,238,705 shares of the Company’s common stock that will be put to Southridge pursuant to the June Agreement which was declared effective by the United States Securities and Exchange Commission on August 27, 2012.

During the quarter ended November 30, 2012 the Company sold 37,640, 614 common shares for total consideration of $64,300 pursuant to the June Agreement.

NOTE 5. NOTES PAYABLE

As of August 31, 2013

Notes Payable:

Bio Technology Partners Business Trust	$	13,550
The Sherman Family Trust	$	98,200
Officer Loans (Note 6)	$	117,588
Venture Bridge Advisors	$	37,606
Southridge Partners II LLP	$	5,700
Total	$	272,644

Convertible Notes Payable

8% Convertible Notes Payable (Note 14) $101,000

As of August 31, 2012

Current as of August 31, 2012 :
Bio Technology Partners Business Trust	13500
Venture Bridge Advisors, Inc.	32508
Southridge Partners II LLP	40000
Sherman Family Trust	79000
Officer Loans (Note 6)	30,180
Current portion of amounts to be paid on
behalf of Gregory McDonald and Pet Pointers, Inc. (Note 9 )	30174
8% Convertible Notes (Note13 )	105,500
10% Convertible Note	59000
Total:	389862

Long Term as of August 31, 2012:
Long Term portion of amounts to be paid on
behalf of Gregory McDonald and
Pet Pointers, Inc. (Note 9 )	36469
Total:	36469

Both of Bio Technology Partners Business Trust and Venture Bridge Advisors have provided lines of credit to the Company in the amount of $200,000 each 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 these lines of credit bear 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 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. $5,700 owed by the Company toSouthridge Partners II LLP bears no stated interest rate and is payable at the demand of Southridge Partners II LLP.

NOTE 6. RELATED PARTY TRANSACTIONS

During the year ended August 31, 2013 David Koos made loans to the Company totaling $87,408. These loans are due and payable at the demand of David Koos and bear simple interest at a rate of 15% per annum.

As of August 31, 2013 the Company remains indebted to David R. Koos in the principal amount of $117,588 due and payable at the demand of David Koos and bearing simple interest at a rate of 15% per annum

As of August 31 , 2013 Bio-Matrix Scientific Group, Inc. (“BMSN”) , a major shareholder of the Company, is indebted to the Company in the amount of $34,895. This amount is non interest bearing and is due at the demand of the Company.

NOTE 7. INCOME TAXES


As of August 31, 2013
Deferred tax assets:
Net operating tax carry forwards	$	1,702,069
Other		-0-

Gross deferred tax assets		1,702,069
Valuation allowance		(1,702,069)	)
Net deferred tax assets	$	-0-

As of August 31 ,2013 the Company has a Deferred Tax Asset of $1,702,069 completely attributable to net operating loss carry forwards of approximately $5,006,086 (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) $ 4,992,439 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, 2011Entest 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.

(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.

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

(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.

NOTE 11. COMMITMENTS AND CONTINGECIES

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

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

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

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

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

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

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

On 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.

On March 1, 2013 a SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (“Agreement”) was entered into by and between the Plaintiffs and the Company.

Pursuant to the Agreement:

(a) The Plaintiffs irrevocably release and forever unconditionally discharge the Company of and from any and all actions, causes of action, suits, claims, debts, dues, accounts, bonds, covenants, charges, complaints, contracts, agreements, promises, judgments and demands whatsoever, in law or in equity.

(b) The Company irrevocably releases and forever unconditionally discharges the Plaintiffs of and from any and all actions, causes of action, suits, claims, debts, dues, accounts, bonds, covenants, charges, complaints, contracts, agreements, promises, judgments and demands whatsoever, in law or in equity.

(c) The Company shall cause to be issued to 18KT.TV LLC 41,000,000 of the Company’s newly issued restricted common shares.

expenses the Company was required to pay pursuant to an agreement with TVS, Dr. Ronald Titterington, DVM and Dr. Kathy Snell, DVM (“TVS Agreement”). TVS is seeking a judgment and money award against the Company in an amount to be proven at trial which TVS estimates in the Complaint to be up to $50,000. TVS is also seeking a judgment and order against the Company to provide an accounting of all revenues received by the Company pursuant to the TVS Agreement, all expenses paid, unpaid, and due and owing pursuant to the TVS Agreement as well as a revenue share which TVS claims is due them pursuant to the TVS Agreement. TVS is also seeking a judgment requiring the Company to turn over a sum of money equal to expenses the Company was obligated to pay pursuant to the TVS Agreement. TVS is also seeking attorney’s fees and expenses. 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 and an outcome unfavorable to the Company may have a material adverse effect on the Company. On September 19, 2012 the Plaintiff’s Claim for Relief for turnover and an accounting under 11 U.S.C. § 542 and the Plaintiff's Claim for Relief for attorney fees were dismissed with prejudice and , as per the claim of breach of contract, the proceeding was transferred to the United States Bankruptcy Court for the District of Southern California for all further proceedings.

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 June 1, 2012 the Company entered into an Equity Purchase Agreement (the "June Purchase Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").

Any sale of Shares pursuant to the June Agreement is subject to a Registration Statement filed under the Securities Act of 1933 remaining effective for the sale by Southridge of those Shares.

NOTE 12. STOCKHOLDERS EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of August 31, 2013:

Common Stock:

$0.001 par value, 2,000,000,000 shares authorized 561,856,768 shares issued and outstanding as of August 31, 2013.

Preferred Stock:

$0.001 par value 5,000,000 shares authorized of which

(a)100,000 are authorized as Series AA Preferred Stock , $.001 par value, of which 5,000 shares are issued and outstanding as of August 31, 2013 and

(b) 4,400,000 are authorized as Series B Preferred Stock of which 3,201,397 shares are issued and outstanding as of August 31, 2013.

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 24,775 shares are issued and outstanding as of August 31, 2013.

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. CONVERTIBLE DEBENTURES

As of August 31 2013 the Company has outstanding $101,000 in convertible notes payable bearing simple interest at 8% per annum.

On July 26, 2012, the Company issued a convertible note in the principal amount of $63,000 to Asher Enterprises, Inc. The Note bears interest at the rate of 8% per annum and matures on April 30, 2013. The Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note into common stock of the Company, at Asher’s option, at a 39% discount to the average of the three lowest closing bid prices of the common stock during the 10 Trading Day period prior to conversion as Trading Day is defined in the Note. The issuance of the note amounted in a beneficial conversion feature of $63,000 which is amortized under the Interest Method.

On September 20, 2012 the Company issued a convertible promissory note in the amount of $63,000 cash from which was received September 27, 2012. The note bears an interest rate of eight percent (8%), matures on June

25, 2013. 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 thirty nine percent (39%) 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 $63,000 which is amortized under the Interest Method.

The terms and conditions of $126,000 of convertible debentures issued by the Company (“ENTB Convertible Notes”) defined “Event of Default” as follows:

The Borrower fails to pay the principal hereof or interest thereon when due on the Note, whether at maturity, upon acceleration or otherwise.

The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of the Note,

The Borrower breaches any material covenant or other material term or condition contained in the Note and any collateral documents including and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection with the Note shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to the Note.

The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCQB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

The Borrower shall fail to comply with the reporting requirements of the Securities and Exchange Act of 1934; and/or the Borrower shall cease to be subject to the reporting requirements of the Securities and Exchange Act of 1934.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of the Borrower’s business.

Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of the Note and until the Note is no longer outstanding, if the result of such restatement

would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

The Company’s failure to file timely quarterly and annual reports required under the Securities and Exchange Act of 1934 constituted an Event of Default. In an Event of Default occurring as a result of failure to comply with the reporting requirements of the Securities and Exchange Act of 1934 , the Notes shall become immediately due and payable (“Mandatory Prepayment Date”) and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of

(A)

(i) 150% times the sum of the then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus

(ii) Default Interest at the rate of 22% per annum

(B)

“Parity Value” of the Default Sum to be prepaid, where parity value means the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price.

In the event that the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

The Company had obtained a waiver from the holder of the ENTB Convertible Notes whereby , in the event that the Company would have become current in its reporting obligations under the Securities and Exchange Act of 1934 (“Exchange Act”) by March 22, 2013, the abovementioned penalties would not be applied to the Company by the Holder of the ENTB Convertible Notes. As the Company failed to file all reports required by March 22, 2013 the abovementioned penalties may be applied by the Holder of the ENTB Convertible Notes. As a result of the expiration of the waiver , the Company had recognized a liability as of March 22, 2013 (Penalty Payable on Convertible Notes, net of discount) of $63,000. Subsequent to the filing by the Company of the Company’s Form 10-Q for the period ended May 31, 2013 with the United States Securities and Exchange Commission the Holder of the ENTB Convertible Notes again agreed to waive all penalties.

NOTE 14. STOCK TRANSACTIONS

During the year ended August 31, 2013:

The Company issued 172,186,165 of its common shares in satisfaction of outstanding principal debt

The Company issued 3,035,894 of its common shares in satisfaction of accrued interest

The Company issued 37,640,314 of its common shares pursuant to the June Purchase Agreement ( Note 4)

The Company issued 32,911,783 of its common shares pursuant to contractual obligations to certain convertible noteholders.

The Company issued 51,589,685 of its common shares pursuant to the conversion of 50,225 of its Non Voting Convertible Preferred Stock

The Company issued 41,000,000 of its common shares to 18KT.TV LLC pursuant to SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE ( Note 11)

NOTE 15. SUBSEQUENT EVENTS

On September 4, 2013 The Company issued 27,887,324 of its common shares in satisfaction of $19,800 of convertible notes payable.

On September 16, 2013 The Company issued 28,000,000 of its common shares in satisfaction of $12,600 of convertible notes payable.

On September 20, 2013 The Company issued 20,820,513 of its common shares in satisfaction of $5,600 of convertible notes payable and $2,520 of accrued interest on convertible notes payable.

On September 20, 2013 The Company issued 39,325,397 of its common shares in conversion of 24,775 of the Company’s Non Voting Convertible Preferred Stock

On September 24, 2013 The Company issued 27,9487,18 of its common shares in satisfaction of $10,900 of convertible notes payable.

On September 26, 2013 $5,700 in Notes payable was forgiven by a creditor of the Company.

On September 27, 2013 The Company issued 27,9487,18 of its common shares in satisfaction of $10,900 of convertible notes payable.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

(a) On September 27, 2012 the Board of Directors of, (the “Registrant” or the “Company”) approved of the dismissal of John Kinross-Kennedy, CPA (“Kennedy”) as the Registrant’s independent registered public accounting firm.

Kennedy’s report of the Company’s financial statements for the fiscal years ended August 31, 2011 and August 31, 2010 did not contain any adverse opinion or disclaimer of opinion, nor was modified as to uncertainty, audit scope, or accounting principles. The audit reports prepared by Kennedy for the fiscal years ending August 31, 2011 and August 31, 2010 contained a paragraph with respect to the Company's ability to continue as a going concern.

During the Registrant's two most recent fiscal years and the subsequent interim periods thereto there were no disagreements with Kennedy, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Kennedy’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements.

On September 27, 2012, the Board of Directors of the Registrant, acting as the Registrant's Audit Committee, approved the engagement of Anton and Chia, LLP as its independent auditor. On same date, September 27, 2012, the accounting firm of Anton and Chia, LLP was engaged as the Registrant's new independent registered public accounting firm.

(b) On December 4, 2012 the Board of Directors of Entest BioMedical, Inc. (the “Registrant” or the “Company”) approved of the dismissal of Anton and Chia, LLP (“Anton”) as the Registrant’s independent registered public accounting firm.

Since September 27, 2012 (the date on which Anton has been engaged as the Registrant’s independent registered public accounting firm) Anton has neither reviewed nor completed an audit of any of the financial statements of the Registrant. Therefore, no reports of Anton on the Registrant’s financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles as no such reports have been prepared. The Company disagreed with the conclusion arrived at by Anton while performing audit procedures for the year ended August 31, 2012 that the Company had not appropriately accounted for the conversion features of convertible notes payable and that the Company had not appropriately accounted for certain equity transactions. The accounting treatment for the conversion features of convertible notes payable was discussed by Anton and the sole Director of the Company and the Company has authorized Anton to respond fully to the inquiries of the successor accountant concerning the subject matter of all disagreements.

On December 4, 2012, the Board of Directors of the Registrant, acting as the Registrant's Audit Committee, approved the engagement of Seale and Beers, Certified Public Accountants LLC (“S&B”) as its independent auditor. On same date, December 4, 2012, the accounting firm of S&B was engaged as the Registrant's new independent registered public accounting firm.

During the Registrant's most recent fiscal year there were no disagreements with S&B, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to S&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements.

Item 9A. Controls and Procedures

a) Evaluation of disclosure controls and procedures.

The principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures as of August 31, 2013. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. David Koos is the Company’s CEO and acting CFO. He functions as the Company’s principal executive officer and principal financial officer.

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

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

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

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

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

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

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

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

The Company’s management assessed the effectiveness of its internal control over financial reporting as of August 31, 2010 based on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006) issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes that, as of August 31, 2010, the Company’s internal control over financial reporting is effective.

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

(c) There have been no changes during the quarter ended August 31, 2013 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Item 10. Directors, Executive Officers and Corporate Governance

On June 19, 2009 the Board of Directors of the Company elected David R. Koos, 52, a director of the Company and appointed Dr. Koos President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer of the Company. Dr. Koos resigned as Chief Financial Officer on March 31, 2010 and assumed the position of Acting Chief Financial Officer and Principal Accounting Officer on August 8, 2011 upon the resignation of Tammy L. Reynolds who served as Chief Financial Officer from the period from March 31, 2010 to August 8, 2011.

Dr. Koos has served as Chairman, CEO, President, Secretary, and Acting CFO of the BMSN since June 19, 2006, and as Chairman CEO, President, Secretary, and Acting CFO of Entest CA since August 22, 2008

education:

DBA - Finance (December 2003)

Atlantic International University

Ph.D. - Sociology (September 2003)

Atlantic International University

MA - Sociology (June 1983)

University of California - Riverside, California

Five Year Employment History:


Position:	Company Name:	Employment Dates:

Chairman, President, CEO and Acting CFO	Bio-Matrix Scientific Group, Inc.*	June 14, 2006 (Chairman) to Present June 19, 2006 (President, CEO and Acting CFO) June 19, 2006 (Secretary) to Present
Chairman, CEO, Secretary & Acting CFO	Frezer Inc.	May 2, 2005 to February 2007
Chairman, CEO & Acting CFO	BMXP Holdings, Inc.	December 6, 2004 to June 2008
Managing Director & President	Cell Source Research Inc.	December 5, 2001 to Present
Managing Director & President	Venture Bridge Inc.	November 21, 2001 to Present
Chairman of the Board of Directors, CFO & Secretary	Cell Bio-Systems Inc. (New York)	July 17, 2003 to December 1, 2003
Registered Representative	Amerivet Securities Inc.**	March 31, 2004 to February 2008

* As of January 28,2012 Bio-Matrix Scientific Group Inc. owned 10,000,000 common shares of the company

** Amerivet Securities Inc. has not been active during the period as the Chief Executive Officer was on deployment in Iraq through the U.S. Army Reserves.

Code of Ethics

On November 11, 2009 we adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002

Director Independence

Audit Committee and Audit Committee Financial Expert

The sole member of the Company’s board of Directors may not be considered independent as he is also its sole officer. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Nominating and Compensation Committees

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Because management and the Board of Directors of the Company are the same people, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the Board of Directors’ attention by virtue of the co-extensive capacities of the Board of Directors.

Executive Compensation

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Restricted Stock Awards ($)	Option Awards ($)	Non Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

David Koos Chairman, President and CEO	From September 1, 2012 to August 31, 2013	$120,000*	0	0	0	0	0	0	0	$520,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Restricted Stock Awards ($)(a)	Option Awards ($)	Non Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

David Koos Chairman, President and CEO	From September 1, 2011 to August 31, 2012	$120,000**	0	0	400,000*****	0	0	0	0	$520,000

(a) Represents fair Market value of the entire restricted stock award as of the date of the grant. The aggregate grant date fair value was computed in accordance with FASB Topic 718

* Includes $105,500 in salary earned by David Koos which was accrued but unpaid for the fiscal year ended August 31, 2013

** Includes $102,000 in salary earned by David Koos which was accrued but unpaid for the fiscal year ended August 31, 2012

***** On April 3, 2012 the Company issued 50,000,000 shares of common stock to David R. Koos as a restricted stock award (“Bonus Shares”).

David Koos may not offer to sell, sell, transfer, pledge or otherwise dispose of the Bonus Shares prior to April 2, 2017 (“Restricted Period”).

In the event that, prior to the expiration of the Restricted Period, David Koos voluntarily ceases to be employed at the Company or is terminated for cause the Shares shall be forfeited.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company’s capital stock as of November 25, 2013 for (1) each person known by the Company to beneficially own more than 5% of each class of the Company’s voting securities, (2) each executive officer, (3) each of the Company’s directors and (4) all of the Company’s executive officers and directors as a group. As of November 25, 2013 the Company had 1,153,070,662 common shares outstanding, 3, 201,397 Series B Preferred Shares outstanding and 5,000 Series AA Preferred Shares outstanding

Based on 1,153,070,662 shares issued and outstanding as of November 25, 2013


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common	David R. Koos* C/o Entest Bio Medical Inc., Inc 4700 SPRING STREET, SUITE 203, LA MESA, CALIFORNIA, 91942	60,000,000	5.2%

Common	All Officers and Directors As a Group	60,000,000	5.2%

*Includes 10,000,000 common shares owned by Bio-Matrix Scientific Group, Inc. (David Koos is CEO, President and Chairman of Bio-Matrix Scientific Group, Inc.).

Based on 3,201,397 shares issued and outstanding as of November 25, 2013


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class


Series B Preferred	David R. Koos* C/o Entest Bio Medical Inc., Inc 4700 SPRING STREET, SUITE 203, LA MESA, CALIFORNIA, 91942	1250000	39%

Series B Preferred	Sleezer family Trust c/o Charles Sleezer 12550 Carson Street Hawaiian Gardens, CA	687,500	21.4%
Series B Preferred	ScottTrade, Inc. 12800 Corporate Hill Drive St. Louis MO 63131	167,085	5.2%
Series B Preferred	Ronald J. Titterington and Kathy Snell 3880 W 11th Street Eugene Oregon	312,500	9.7%
Series B Preferred	All Officers and Directors as a Group*	1250000	39%

*Includes 1,250,000 Series B Preferred shares owned by Bio-Matrix Scientific Group, Inc. (David Koos is CEO, President and Chairman of Bio-Matrix Scientific Group, Inc.).

Based on 5,000 shares issued and outstanding as of November 25, 2013


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Series AA Preferred Shares	David R. Koos C/o Entest Bio Medical Inc., Inc 4700 SPRING STREET, SUITE 203, LA MESA, CALIFORNIA, 91942	5,000	100%
Series AA Preferred Shares	All Officers and Directors As a Group	5,000	100%

Item 13. Certain Relationships and Related Transactions, and Director Independence

During the year ended August 31, 2013 , David Koos made loans to the Company totaling $87,408. These loans are due and payable at the demand of David Koos and bear simple interest at a rate of 15% per annum.

Director Independence

Audit Committee and Audit Committee Financial Expert

The Company’s sole director may not be considered independent as he is also an officer. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an

audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and has substantial business experience that results in the member's financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Nominating and Compensation Committees

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Board of Directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The Board of Directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the Board of Directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Shareholder Communications

The Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention by virtue of communication with management

Item 14. Principal Accounting Fees and Services

The following table sets forth the aggregate fees billed to us by Seale and Beers , CPAs during the period beginning September 1, 2012 and ending August 31, 2013:

Audit Fees	$	6,092
Audit Related Fees		9000
Tax Fees		0
All Other Fees		0
	$	15,092

Audit Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.

Audit Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and are not reported

under “Audit Fees” above. During the fiscal year ended August 31 2013 these fees were primarily derived from review of financial statements in the Company's Form 10Q Reports.

The following table sets forth the aggregate fees billed to us by John Kinross-Kennedy, CPA during the period beginning September 1, 2011 and ending August 31, 2012:

Audit Fees	$	4,000
Audit Related Fees		1,300
Tax Fees		0

	$	5,300

Audit Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.

under “Audit Fees” above. In 2012 these fees were primarily derived from review of financial statements in the Company's Form 10Q Reports.

All services listed were pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act of 2002.

The Board has considered whether the services described above are compatible with maintaining the independent accountant's independence and has determined that such services have not adversely affected the independence of John Kinross-Kennedy or Seale and Beers , CPAs.

Item 15. Exhibit Index

EXHIBIT INDEX

Exhibit No.	Description
	3(i)(a)	Articles of Incorporation
	3(ii)(b)	Bylaws
	10.1 ( c)	Agreement by and Between David Koos and the Company
	10.2 (Incorporated by Reference to Exhibit 10.2 of the Company’s Form S-1 filed June 12, 2012)	Terms of Employment Agreement by and between the Company and Tammy Reynolds
	10.3 (d)	August 2010 Agreement by and between the Company and TheraCyte, Inc.
	10.3 (e)	Asset Purchase Agreement by and between the Company, Dr. Gregory McDonald and Pet Pointers
	10.4 (f)	Exhibit A to Asset Purchase Agreement by and between the Company, Dr. Gregory McDonald and Pet Pointers
	10.5 (g)	Exhibit B to Asset Purchase Agreement by and between the Company, Dr. Gregory McDonald and Pet Pointers
	10.6 (h)	CRO Agreement by and between the Company and RenovoCyte LLC

	3(i)(2)(i)	Certificate of Designations Series AA Preferred Stock
	10.7(j)	8% ASHER NOTE $42,500
	10.8(k)	8% ASHER NOTE $37,500
	10.9(l)	8% ASHER NOTE $35,000
	10.10(m)	8% ASHER NOTE $32,500
	3(i)(3) (n)	Amendment to Certificate of Incorporation dated June 4, 2009
	3(ii)(2) (o)	Bylaws of Entest Biomedical, inc., a California corporation and wholly owned subsidiary of the Registrant
	3(i)(4) (p)	Certificate of Incorporation of Entest Biomedical, inc., a California corporation and wholly owned subsidiary of the Registrant
	10.11(q)	8% ASHER NOTE $37,500
	3(i)(5) ( r)	Certificate of Designations Series B Preferred Stock
	3(i) (6)(s)	Amendment to Certificate of Incorporation
	10.12 (t)	Equity purchase Agreement, Southridge Feb 27, 2012
	10.13(u)	Registration Rights Agreement, Southridge
	10.14(Incorporated by Reference to Exhibit 10.14 of the Company’s Form S-1 filed June 12, 2012)	Line of Credit Promissory Note December 1, 2010 Bio Technology Partners Business Trust
	10.15(Incorporated by Reference to Exhibit 10.15 of the Company’s Form S-1 filed June 12, 2012)	Line of Credit Promissory Note December 1, 2010 Venture Bridge Advisors, Inc.
	10.16(Incorporated by Reference to Exhibit 10.16 of the Company’s Form S-1 filed June 12, 2012)	Line of Credit Promissory Note December 1, 2010 Bombardier Pacific ventures
	10.17(Incorporated by Reference to Exhibit 10.17 of the Company’s Form S-1 filed June 12, 2012)	Line of Credit Promissory Note December 1, 2010 David Koos
	3(i)(7) (v)	Amendment to Certificate of Incorporation
	10.18(Incorporated by Reference to Exhibit 10.18 of the Company’s Form S-1 filed June 12, 2012)	Agreement amending terms of outstanding Debt by the Company
	10.19(Incorporated by Reference to Exhibit 10.19 of the Company’s Form S-1 filed June 12, 2012)	Agreement amending terms of outstanding Debt by the Company
	10.20(Incorporated by Reference to Exhibit 10.20 of the Company’s Form S-1 filed June 12, 2012)	Agreement amending terms of outstanding Debt by the Company
	10.21(w)	Form of Bonus Share Agreement
	5.1	Opinion Regarding Legality
	14 (y)	Code of Ethics
	10.24 (aaaa)	Assignment dated June 15, 2009 by and between Entest Biomedical, Inc. and Bio-Matrix Scientific Group, Inc.
	10.22 (z)	Lease
	3(i)(8) (aa)	Text of Amendment to Certificate of Incorporation
	10.23(aaa)	8% ASHER NOTE $42,500
	10.24 (aaaa)	Assignment dated June 15, 2009 by and between Entest Biomedical, Inc. and Bio-Matrix Scientific Group, Inc.
	10.25(Incorporated by Reference to Exhibit 10.25 of the Company’s Form S-1 filed June 12, 2012)	Advisory Board Letter Agreement
	10.26 (aaaaa)	Equity Purchase Agreement Southridge June 1 2012

	10.27(Incorporated by Reference to Exhibit 10.27 of the Company’s Form S-1 filed June 12, 2012)	Amendment to Registration Rights Agreement
	10.28(Incorporated by Reference to Exhibit 10.28 of the Company’s Form S-1 filed June 12, 2012)	Termination Letter February 27 Equity Purchase Agreement

	Exhibit No.	Description
	10.29(zzzzzzzz1)	AGREEMENT AMENDING TERMS OF OUTSTANDING DEBT BY THE COMPANY
	10.30(zzzzzzzz2)	AGREEMENT AMENDING TERMS OF OUTSTANDING DEBT BY THE COMPANY
	10.31(zzzzzzzz3)	AGREEMENT AMENDING TERMS OF OUTSTANDING DEBT BY THE COMPANY
	10.32(zzzzzzzz4)	AGREEMENT AMENDING TERMS OF OUTSTANDING DEBT BY THE COMPANY
	10.33(zzzzzzzz5)	AGREEMENT AMENDING TERMS OF OUTSTANDING DEBT BY THE COMPANY
	10.34(zzzzzzzz6)	AGREEMENT AMENDING TERMS OF OUTSTANDING DEBT BY THE COMPANY
	10.35 ( incorporated by Reference to Exhibit 10.35 of the company’s amended Form S-1 Filed August 17,2012)	ASHER NOTE $63,000
	10.36( incorporated by Reference to Exhibit 10.36 of the company’s amended Form S-1 Filed August 17,2012)	TERMS OF COMPENSATION DAVID KOOS
	10.37 (zzzzzzzz7)	ASHER NOTE $63,000

10.38 (incorporated by reference to Exhibit 10.1 of the Company’s 8-K filed December 12, 2012) 3.i (8) (Incorporated by Reference to Exhibit 3(i) of the Company’s 8-K filed October 19, 2012)	Settlement Agreement with G. McDonald

10.39 (incorporated by reference to Exhibit 10.39 of the Company’s 10-K for the year ended August 31, 2012)	Line of Credit Promissory Note Sherman family Trust


Exhibit 10.40 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (incorporated by reference to exhibit 10.1 of the Company’s 8-K filed March 12, 2013)

31.1	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002
31.2	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002
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
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

(a)	Incorporated by Reference to Exhibit 3(1) of the Company's Form S-1 Filed November 4, 2008
(b)	Incorporated by Reference to Exhibit 3(2) of the Company's Form S-1 Filed November 4, 2008
( c)	Incorporated by Reference to Exhibit 10(1) of the Company's Form10-K Filed November 17, 2009
(d)	Incorporated by Reference to Exhibit 10(1) of the Company's Form10-K Filed November 16, 2010
(e)	Incorporated by Reference to Exhibit 10(1) of the Company's Form 8-K Filed December 17, 2010
(f)	Incorporated by Reference to Exhibit 10(2) of the Company's Form 8-K Filed December 17, 2010
(g)	Incorporated by Reference to Exhibit 10(3) of the Company's Form 8-K Filed December 17, 2010
(h)	Incorporated by Reference to Exhibit 10(3) of the Company's Form 8-K Filed October 24, 2011
(i)	Incorporated by Reference to Exhibit 3(i) of the Company's Form 8-K Filed June 10, 2011
(j)	Incorporated by Reference to Exhibit 10(9) of the Company's Form 10-K filed November 3 2011
(k)	Incorporated by Reference to Exhibit 10(10) of the Company's Form 10-K filed November 3 2011
(l)	Incorporated by Reference to Exhibit 10(11) of the Company's Form 10-K filed November 3 2011
(m)	Incorporated by Reference to Exhibit 10(12) of the Company's Form 10-K filed November 3 2011
(n)	Incorporated by Reference to Exhibit 3(i) (2)of the Company's Form 8-K Filed June 10, 2011
(o)	Incorporated by Reference to Exhibit 3(ii) of the Company's Form 8-K Filed June 10, 2011
(p)	Incorporated by Reference to Exhibit 3(i) of the Company's Form 8-K Filed June 10, 2011
(q)	Incorporated by Reference to Exhibit 10.1 of the Company's Form 10-Q Filed January 11, 2012
( r)	Incorporated by Reference to Exhibit 3(i) of the Company's Form 8-K Filed February 9, 2012
(s)	Incorporated by Reference to Exhibit (3)(i) of the Company's Form 10-Q Filed February 9, 2012
(t)	Incorporated by Reference to Exhibit 10.1 of the Company's Form 10-Q Filed February 9, 2012
(u)	Incorporated by Reference to Exhibit 10.2 of the Company's Form 10-Q Filed February 9, 2012
(v)	Incorporated by Reference to Exhibit 3(i) of the Company's Form 8-K Filed March 22, 2012
(w)	Incorporated by Reference to Exhibit 10.1 of the Company's Form 8-K Filed April 5, 2012
(x)	Filed as Exhibit 5.1
(y)	Incorporated by Reference to Exhibit 14 of the Company's Form10-K Filed November 17, 2009
(z)	Incorporated by Reference to Exhibit 10.1 of the Company's Form 10-Q Filed March 28, 2012
(aa)	Incorporated by Reference to Exhibit 3(i) of the Company's Form 8-K Filed April 25, 2012
(aaa)	Incorporated by Reference to Exhibit 10 of the Company's Form 8-K Filed April 25, 2012
(aaaa)	Incorporated by Reference to Exhibit 10.2 of the Company's Form 8-K Filed July 10, 2009
(aaaaa)	Incorporated by Reference to Exhibit 10.1 of the Company's Form 8-K Filed June 4, 2012

(zzzzzzzz1) Incorporated by Reference to Exhibit 10.1 of the Company's Form 10-Q Filed July 23, 2012

(zzzzzzzz2) Incorporated by Reference to Exhibit 10.2 of the Company's Form 10-Q Filed July 23, 2012

(zzzzzzzz3) Incorporated by Reference to Exhibit 10.3 of the Company's Form 10-Q Filed July 23, 2012

(zzzzzzzz4) Incorporated by Reference to Exhibit 10.4 of the Company's Form 10-Q Filed July 23, 2012

(zzzzzzzz5) Incorporated by Reference to Exhibit 10.5 of the Company's Form 10-Q Filed July 23, 2012

(zzzzzzzz6) Incorporated by Reference to Exhibit 10.6 of the Company's Form 10-Q Filed July 23, 2012

(zzzzzzzz7) Incorporated by Reference to Exhibit 10.37 of the Company's Form 10-K for the year ended August 31, 2012)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Entest BioMedical, Inc.

		By:	/s/David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer
			Date: December 13, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on January 30, 2013.

		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman of the Board of Directors, Chief Executive Officer, Acting Chief Financial Officer
			Date: December 13, 2013