UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2913, 2019

ZANDER THERAPEUTICS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	47-4321638
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission File No. 333-220790

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

(Address of Principal Executive Offices)

(619) 702 1404

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 4.0201 ~~Non-Reliance~~Change onin ~~Previously~~Registrant’s ~~Issued~~Certifying ~~Financial Statements.~~Accountant

On(a) ~~May~~On 29June 13, 2019 , the Board of Directors of Zander Therapeutics, Inc. (the “~~Company~~Registrant”) ~~concluded~~or ~~that~~ the ~~previously issued Balance Sheet, Statement of Operations and Statement of Cash Flow for the quarter ended September 30, 2018 and the quarter ended December 31, 2018 filed with the~~ “Company~~’s Form 10-Q for the quarter ended September 30, 2018 and the quarter ended December~~”) ~~31,~~approved 2018 should not be relied upon. The Company’s senior management has determined that, with regard to a Derivative Asset recognized by the company in connection with a $350,000 Convertible Note Receivable held by the Company, the bifurcation requirement is not met since the host is closely related to the embedded derivative therefore recognition of the ~~Derivative~~dismissal ~~Asset does not comply with FASB ASC 815-15-25-1. The Company’s senior management has determined that , as originally presented, the Company’s Statement~~ of Operations for the quarter ended September 30, 2018 understated consulting expenses by $13,033. The Company’s senior management has discussed the matters disclosed in this Item 4.02 of this Current Report with Prager Metis CPA’s LLP, (“Prager”) as the ~~Company~~Registrant’s independent registered public accounting firm.

~~Subsequent~~(b) toSince April 8, 2019 (the ~~original~~date ~~issuance~~on ofwhich ~~Zander~~Prager has been engaged as the Registrant’s ~~quarterly~~independent ~~financial~~registered ~~statements~~public ~~for~~accounting firm) ~~the~~Prager ~~periods~~reviewed ~~ended~~only ~~September~~one ~~30,~~quarter’s ~~2018~~interim ~~and~~financial ~~December 31,~~statements ~~2018~~of the ~~Company~~Registrant ~~determined~~and ~~that~~has ~~the~~conducted ~~following~~no ~~revisions~~audit ~~are~~of ~~required:~~the Registrant’s financial statements.

~~For~~(c) During the ~~Quarter~~Company's ~~Ended~~two ~~September~~most 30recent fiscal years and the subsequent interim periods thereto, ~~2018:~~and in connection with the audit of the Company's financial statements for such periods, there were no disagreements between the Company and Prager on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Prager, would have caused Prager to make reference to the subject matter of such disagreements in connection with its audit reports on the Company's financial statements.

~~The~~(d) ~~inclusion~~The inCompany ~~Retained~~provided ~~Deficit~~Prager ofwith ~~$13,033~~a copy of ~~Research~~this disclosure set forth under this Item 4.01 and ~~Development~~has ~~Expenses~~requested ~~incurred~~Prager byto furnish a letter addressed to the ~~Company~~Securities & Exchange Commission stating whether or not Prager agrees with the above statements. A copy of this letter from Prager is attached hereto as Exhibit 16.1.

~~The~~(b) ~~inclusion~~On inJune ~~Accounts~~13, ~~Payable~~2019, the Board of ~~$13~~Directors of the Registrant,~~033~~ acting as the Registrant's Audit Committee, approved the engagement of ~~Research~~BF ~~and~~Borgers ~~Development~~CPA ~~Expenses~~PC ~~incurred~~(“Borgers”) byas its independent auditor. On same date, the ~~Company~~accounting firm of Borgers was engaged as the Registrant's new independent registered public accounting firm.

~~The~~SECTION ~~derecognition~~9 of- aFINANCIAL ~~Derivative~~STATEMENTS ~~Asset~~AND ~~valued at $1,416,666~~EXHIBITS

~~The~~Item ~~derecognition~~9.01 ~~from~~Financial ~~Retained~~Statements ~~Deficit~~and ~~of $1,416,666 of Gain on Derivative~~Exhibits

~~The~~(d) ~~recognition during the Quarter ended September 30, 2018 of $13,033 of Research and Development Expenses incurred by the Company~~Exhibits.

The derecognition during the Quarter ended September 30, 2018 of a $1,416,666 of Gain on Derivative

Exhibit Number	Description
16.1	Letter to Securities and Exchange Commission from Prager Metis CPA’s LLP

For the Quarter Ended December 31, 2018:

The derecognition of a Derivative Asset valued at $555,555

The derecognition from Retained Deficit of $861,110 of Loss on Derivative

The derecognition during the Quarter ended December 31, 2018 of $861,110 of Loss on Derivative

The following tables reflect the corrections:

	As of			Adjustments			As of
	September 30, 2018						September 30, 2018
	(as originally presented)						As Restated
ASSETS
CURRENT ASSETS
Cash		301,906						301,906
Prepaid Expenses, Related Parties		38,814						38,814
Prepaid Expenses		7,127						7,127
Due From Related Party
Total Current Assets		347,847						347,847
OTHER ASSETS
Convertible Note Receivable, Related Party		350,000						350,000
Investment Securities, Related Party		61,250						61,250
Derivative Asset, Related Party		1,416,666			(1,416,666	)		0
TOTAL OTHER ASSETS		1,827,916						411,250
Total Assets		2,175,763						759,097
LIABILITIES
Current Liabilities:
Accounts Payable		1,342,558			13,033			1,355,591
Accrued Expenses		8,435						8,435
Total Current Liabilities		1,350,993						1,364,026
Total Liabilities		1,350,993						1,364,026
STOCKHOLDER'S EQUITY
Common Stock, Authorized 100,000,000, $0.0001 Par Value 4,758,001 shares and 6,033,001 shares issued and outstanding as of June 30, 2018 and September 30, 2018 respectively		603						603
Preferred Stock, $0.0001 par value Authorized 50,000,000 as of September 30, 2018 and June 30, 2018
Series M Preferred Stock, $0.0001 par, Authorized 10,000,000 as of September 30, 2018 and June 30,2018 9,000,000 shares outstanding as of June 30, 2018 and September 30, 2018 Respectively		900						900
Common Stock subscribed for but unissued , 100000 and 0 shares as of June 30, 2018 and September 30, 2018 respectively
Series AA Preferred Stock, $0.0001 par, Autorized 1,000,000 200 and 200 shares outstanding as of June 30, 2018 and September 30, 2018 , respectfully		0						0
Additional Paid In Capital		2,534,688						2,534,688
Contributed Capital, Related Party		413,878						413,878
Retained Deficit		(2,125,299	)		(1,429,699	)		(3,554,998	)
Total Stockholder's Equity		824,770						(604,929	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY		2,175,763						759,097
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF OPERATIONS
(unaudited)
	Three Months Ended			Adjustments			Three Months Ended
	September 30, 2018						September 30, 2018
	( as originally presented)						( as restated)
TOTAL REVENUES
COSTS AND EXPENSES
Research and Development:
License Fees Due to Related Party		27,425						27,425
Contract Research Fees		410,000						410,000
Consulting Costs		1,350			13,033			14,383
Total Research and Development		438,775						451,808
General and Administrative:
General and Administrative, Paid By Related Party
General and Administrative		180,836						180,836
Total General and Administrative		180,836						180,836
Rent, Paid By Related Party
Rent		12,000						12,000
Consulting:
Consulting Costs, Paid by Related Party
Consulting Costs		173,302						173,302
Total Consulting		173,302						173,302
Total Costs and Expenses		804,913						817,946
OPERATING LOSS		(804,913	)					(817,946	)
OTHER INCOME AND EXPENSES
Interest Expense, Related Party
Unrealized Gain, Investment Securities Related Party		26,250						26,250
Gain On Derivative		1,416,666			(1,416,666	)		0
Total Other Income ( Expenses)		1,442,916						26,250
NET INCOME (LOSS)		638,003						(791,696	)
Inome Taxes
NET INCOME (LOSS)		638,003						(791,696	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE		0.119						(0.148	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		5,359,375						5,359,375
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF CASH FLOWS
(unaudited)
	Quarter Ended			Adjustments			Quarter Ended
	September 30, 2018						September 30, 2018
	( as originally reported)						( as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		638,003			(1,429,699	)		(791,696	)
Adjustments to reconcile net Income (loss) to net cash
Stock Issued for Expenses		7,622						7,622
(Increase) Unrealized Gain from Investment Securities		(26,250	)					(26,250	)
(Increase) Decrease in Derivative Income		(1,416,666	)		1,416,666			0
Changes in Operating Assets and Liabilities
Increase (Decrease) in Accounts Payable		254,589			13,033			267,622
Increase (Decrease) in Accrued Expenses		(3,158	)					(3,158	)
(Increase) Decrease in Due from Related Party		35,000						35,000
(Increase) Decrease in Prepaid Expenses		27,453						27,453
Net Cash provided by (used) in Operating Activities		(483,407	)					(483,407	)
CASH FLOW FROM INVESTING ACTIVITIES
(Increase) Decrease in Convertible Notes Receivable		(350,000	)					(350,000	)
(Increase) Decrease in Investment Securities		(35,000	)					(35,000	)
Net Cash Used by Investing Activities		(385,000	)					(385,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash		800,000						800,000
Net Cash provided by (used) in Financing Activities		800,000						800,000
Net Increase (Decrease) in Cash		(68,407	)					(68,407	)
Cash at Beginning of Period		370,313						370,313
Cash at End of Period		301,906						301,906
Supplemental Disclosure of Noncash investing and financing activities:
Common Shares issued, previously subscribed and paid for		100,000						100,000
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
BALANCE SHEET
(unaudited)
	As of						As of
	December 31, 2018			Adjustments			December 31, 2018
	(as originally presented)						(as restated)
ASSETS
CURRENT ASSETS
Cash		71,345						71,345
Prepaid Expenses, Related Parties		11,390						11,390
Prepaid Expenses		6,387						6,387
Due From Related Party
Accrued Interest Receivable		4,363						4,363
Total Current Assets		93,485						93,485
OTHER ASSETS
Convertible Note Receivable, Related Party		350,000						350,000
Investment Securities, Related Party		14,700						14,700
Derivative Asset, Related Party		555,555			(555,555	)		0
TOTAL OTHER ASSETS		920,255						364,700
Total Assets		1,013,740						458,185
LIABILITIES
Current Liabilities:
Accounts Payable		1,363,802			6,636			1,370,438
Accrued Expenses		36,051						36,051
Total Current Liabilities		1,399,853						1,406,489
Total Liabilities		1,399,853						1,406,489
STOCKHOLDER'S EQUITY
Common Stock, Authorized 100,000,000, $0.0001 Par Value 4,758,001 shares and 6,033,001 shares issued and outstanding as of June 30, 2018 and December 31, 2018 respectively		603
Preferred Stock, $0.0001 par value Authorized 50,000,000 as of December 31, 2018 and June 30, 2018
Series M Preferred Stock, $0.0001 par, Authorized 10,000,000 as of December 31, 2018 and June 30,2018 9,000,000 shares outstanding as of June 30, 2018 and December 31, 2018 Respectively		900						900
Common Stock subscribed for but unissued , 100000 and 0 shares as of June 30, 2018 and December 31, 2018 respectively
Series AA Preferred Stock, $0.0001 par, Authorized 1,000,000; 200 and 200 shares outstanding as of June 30, 2018 and December 31, 2018 , respectfully		0						0
Additional Paid In Capital		2,534,688						2,534,688
Contributed Capital, Related Party		413,878						413,878
Retained Deficit		(3,336,182	)		(562,192	)		(3,898,374	)
Total Stockholder's Equity		(386,113	)					(948,305	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY		1,013,740						458,185
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF OPERATIONS
(unaudited)
	Three Months Ended			Adjustments		Three Months Ended			6 Months Ended			Adjustments			6 Months Ended
	December 31, 2018					December 31, 2018			December 31, 2018						December 31, 2018
	( as originally presented)					( as restated)			( as originally presented)						( As restated)
TOTAL REVENUES
COSTS AND EXPENSES
Research and Development:
License Fees Due to Related Party		27,425					27,425			54,849						54,849
License Fees		568					568			568						568
Contract Research Fees										410,000						410,000
Consulting Costs		14,847					14,847			22,594			6,636			29,230
Total Research and Development		42,840					42,840			488,011						494,647
General and Administrative:
General and Administrative, Paid By Related Party
General and Administrative		179,349					179,349			360,185						360,185
Total General and Administrative		179,349					179,349			360,185						360,185
Rent, Paid By Related Party
Rent		24,000					24,000			36,000						36,000
Consulting:
Consulting Costs, Paid by Related Party
Consulting Costs		62,100					62,100			235,402						235,402
Total Consulting		62,100					62,100			235,402						235,402
Total Costs and Expenses		308,289					308,289			1,119,598
OPERATING LOSS		(308,289	)				(308,289	)		(1,119,598	)					(1,126,234	)
OTHER INCOME AND EXPENSES
Interest Expense, Related Party
Refunds On Amounts Previously Paid		7,100					7,100			7,100						7,100
Interest Income , related Party		4,363					4,363			4,363						4,363
Unrealized Gain (Loss), Investment Securities Related Party		(46,550	)				(46,550	)		(20,300	)					(20,300	)
Gain (Loss) On Derivative		(861,110	)		861,110		0			555,556			(555,556	)		0
Total Other Income ( Expenses)		(896,197	)				(35,087	)		546,719						(8,837	)
NET INCOME (LOSS)		(1,204,486	)				(343,376	)		(572,879	)					(1,135,071	)
Income Taxes
NET INCOME (LOSS)		(1,204,486	)				(343,376	)		(572,879	)					(1,135,071	)
BASIC AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE		(0.200	)				(0.057	)		(0.102	)					(0.202	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		6,033,001					6,033,001			5,621,526						5,621,526
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF CASH FLOWS
(unaudited)
	Six Months Ended						Six Months Ended
	December 31, 2018			Adjustments			December 31, 2018
	(as originally reported)						( as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		(572,879	)		(562,192	)		(1,135,071	)
Adjustments to reconcile net Income (loss) to net cash
Stock Issued for Expenses		7,622						7,622
(Increase) Unrealized Gain from Investment Securities		20,300						20,300
(Increase) Decrease in Derivative Income		(555,556	)		555,556			0
Changes in Operating Assets and Liabilities
Increase (Decrease) in Accounts Payable		275,833			6,636			282,469
Increase (Decrease) in Accrued Expenses		24,457						24,457
(Increase) Decrease in Due from Related Party		35,000						35,000
(Increase) Decrease in Prepaid Expenses		55,618						55,618
(Increase) Decrease in Accrued Interest Receivable		(4,363	)					(4,363	)
Net Cash provided by (used) in Operating Activities		(713,968	)					(713,969	)
CASH FLOW FROM INVESTING ACTIVITIES
(Increase) Decrease in Convertible Notes Receivable		(350,000	)					(350,000	)
(Increase) Decrease in Investment Securities		(35,000	)					(35,000	)
Net Cash Used by Investing Activities		(385,000	)					(385,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash		800,000						800,000
Increase (Decrease) in Contributed Capital
Increase (Decrease) in Notes Payable
Net Cash provided by (used) in Financing Activities		800,000						800,000
Net Increase (Decrease) in Cash		(298,968	)					(298,969	)
Cash at Beginning of Period		370,313						370,313
Cash at End of Period		71,345						71,345
Supplemental Disclosure of Noncash investing and financing activities:
Common Shares issued, previously subscribed and paid for		100,000						100,000
The Accompanying Notes are an Integral Part of These Financial Statements

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZANDER THERAPEUTICS, INC.
Dated: May 30, 2019	By:
Dated: June 18, 2019	By: /s/ David Koos
	David Koos
	Chief Executive Officer

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