United States Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ending June 30, ~~2018~~2019

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

Commission file number: 333-220790

ZANDER THERAPEUTICS, 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 ☒ 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 ☒

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

Yes ☐ No ☒

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

Yes ☒ x No ☐

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, as of the last business day of the registrant’s most recently completed second fiscal quarter: $N/A

As of ~~September~~August 14, ~~2018~~2019 Zander Therapeutics, Inc. had 6,~~033~~583,001 common shares outstanding, 939,~~000~~210,000 Series M preferred shares outstanding and 2,200 Series AA preferred shares outstanding.

In this annual report, the terms “Zander Therapeutics, Inc.. ”, “Zander”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Zander Therapeutics, Inc., a Nevada corporation.

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~~

•

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 June 18, 2015 under the laws of the State of Nevada. We intend to engage primarily in the development and commercialization of veterinary medical therapies which we intend to license from other entities as well as develop internally. As of ~~September 14~~August 15, 2019 ~~2018~~ we have not licensed, developed or commercialized any existing veterinary medical therapies, however we have licensed ~~certain~~ certain intellectual properties from ~~Regen~~KCL ~~Biopharma~~Therapeutics, Inc. , a company under common control with us, and these intellectual properties comprise the therapeutic concept behind ZAN-100 and ZAN-200, two therapies in early stage development by the Company.

License Granted By Regen Biopharma, Inc.

On June 23, 2015 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with The Company whereby Regen granted to The Company an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years. The Agreement was amended on September 12, 2017 to grant an exclusive worldwide right and license for the development and commercialization of all intellectual property controlled by Regen exclusive of trademarks (“License IP”) for non-human veterinary therapeutic use. The Agreement was further amended on December 15, 2017 excluding intellectual property licensed to Regen by Benitec Australia, Ltd from the license grant to the Company as well as rights to US Patent #8389708 and US Patent #8263571.

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

The abovementioned payments may be made, at The Company’s discretion, in cash or newly issued common stock of The Company or in common stock of Enteat Group, Inc. (“ENTB”) valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance. Entest Group, Inc. is under common control with Zander.

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

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

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

The Agreement may be terminated by Regen:

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

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

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

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

~~The~~On ~~Chairman~~December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and ~~Chief~~Zander ~~Executive~~Therapeutics, Inc. ~~Officer~~(“Licensee”) ofentered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen isBiopharma, ~~David~~Inc.(“Assigned RProperties”) to its wholly owned subsidiary KCL Therapeutics, Inc., ~~Koos~~Licensor ~~who~~hereby ~~also~~transfers ~~serves~~and asassigns to Assignee all rights, duties, and obligations of Licensor under the ~~Chairman~~Agreement with respect to the Assigned Properties , and ~~Chief~~Assignee ~~Executive~~agrees ~~Officer~~to ofassume such duties and obligations thereunder and be bound to the terms of the ~~Company~~Agreement with respect thereto.

~~The~~Zander ~~President~~, the Assignee and Regen are under common control. David Koos serves as Chairman & CEO of all of Regen isBioPharma, ~~Harry~~Inc., ~~Lander~~the Assignee ~~who~~and ~~also~~Zander Therapeutics Inc. Todd S. Caven serves as ~~President~~CFO of all of Regen BioPharma, Inc. , the ~~Company~~Assignee and Zander Therapeutics Inc. Koos and Caven also serve as Directors of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary applications.

~~The~~License ~~Chief~~Granted ~~Financial~~by ~~Officer~~Monash ~~of Regen is Todd Caven who also serves as Chief Financial Officer of the Company.~~University

AsOn ofDecember ~~September 14~~22, 2018, weMonash ~~have~~University ~~not~~(“Monash”) ~~licensed,~~granted ~~developed~~to orthe ~~commercialized~~Company ~~any~~an ~~existing~~exclusive, ~~veterinary~~royalty ~~medical~~bearing, ~~therapies. Intellectual~~non-transferrable ~~properties~~worldwide ~~licensed~~License to ~~Zander~~research, bydevelop, ~~Regen~~manufacture, ~~Biopharma~~market, ~~Inc.~~use, aimport, ~~company~~offer ~~under~~for ~~common~~sale ~~control~~and ~~with~~sell ~~us,~~“Licensed ~~comprise~~Product” (as the ~~therapeutic~~term ~~concept behind~~Licensed ~~ZAN-100~~Product ~~and~~is ~~ZAN-200,~~defined ~~two~~in ~~therapies~~the License) for utilization in ~~early~~animal ~~stage~~health ~~development~~applications by(“Field”) ~~Zander~~.

Licensed Product is defined in the License as any product, service, article or thing produced which:

(a)

uses, incorporates, was developed with, could not have been developed but for, or relies upon the Licensed Technology ( as defined in the License) or any Licensed Intellectual Property ( as defined in the License); and/or

(b)

has been created or developed in whole or in part using or incorporating part or all of the Licensed Technology or any Licensed Intellectual Property.

Licensed Technology is defined in the License as certain carboxamide compounds, oxadiazole-pyrrolidine compounds and quinoxaline compounds licensed to the Company as well as any unpatented technical know how and technical information that directly and solely relate to the preceding compounds as of the date of the grant of the License.

Licensed Intellectual Property is defined in the License as all specifications, technical and scientific information and any commercially valuable information or know how relating to the Licensed Technology and specifically regarding its use within the Field which is in the free possession or control of Monash.

Pursuant to the License, the Company is obligated with regards to the following:

Royalties:

2% of Net Sales of Licensed Products sold by Company and its Affiliates (Direct Royalties)

Annual Maintenance Fee:

An Annual Maintenance Fee of $25,000 is due and payable by the Company within 30 days of each anniversary of the Commencement Date for the duration of the Term of the License.

Milestone Payments:

Upon demonstration of acceptable efficacy and toxicity profiles of a Licensed Product in target animal species the Company shall pay to Monash the sum of $25,000

Upon first submission of a marketing application (New Animal Drug Application or Conditional New Animal Drug Application) to the United States Food and Drug Administration for Licensed Product the Company shall pay to Monash the sum of $50,000.

Upon first commercial sale of a Licensed Product the Company shall pay to Monash the sum of $100,000

Sub Licensing:

The License permits the Company to sublicense its rights pursuant to the license with the written consent of Monash.

The following percentage of licensing income received by the Company will be due and payable to Monash with regard to any intellectual property sublicensed by the Company pursuant to the License

Date on which sub-License entered into	Percentage of Licensing Income
On or before demonstration of efficacy in target animal species		20	%
After demonstration of efficacy in target animal species but before submission of the first marketing application to the regulatory authority in the US or Europe		15	%
After submission of the first marketing application to a regulatory authority		10	%

The Term of the License is from commencement to:

where a Patent encompassing any of the Licensed Technology has been granted in a country- the date of expiration of the last to expire Patent granted in that country;

where a Patent encompassing any of the Licensed Technology has not been granted in a country - the date of expiration of the last to expire Patent granted in any country; or

where no Patent encompassing any of the Licensed Technology has been granted in any country - 20 years after the date of this agreement,

unless terminated sooner in accordance with the provisions of the License.

The License also obligates the Company to enter into a separate agreement between the Parties (the Research Services Agreement), which will outline the terms of further research services to be conducted by or on behalf of Monash, including, without limitation, the scope of the research services and the fees payable for the research. The License provides no deadline for entering into such an agreement. As of August 14, 2019 the Company has yet to enter into the aforementioned Research Services Agreement.

The Company intends to develop veterinary anti parasitic therapies from the Licensed Technology.

As of August 14, 2019, we have not licensed, developed or commercialized any existing veterinary medical therapies. Intellectual properties licensed to Zander by KCL Therapeutics, Inc., a company under common control with us, comprise the therapeutic concept behind ZAN-100 and ZAN-200, two therapies in early stage development by Zander.

NR2F6

Both of Zander’s products under development will operate through either inhibition or activation by small (low molecular weight) molecules of the nuclear receptor NR2F6. Nuclear receptors are a class of proteins found within cells that are responsible for sensing certain other molecules. In response, these receptors work with other proteins to regulate the expression of specific genes.

ZAN-100

ZAN-100 is intended to be a veterinary cancer therapy. In the opinion of Zander, the studies performed by Hermann-Kleiter et al. (The Nuclear Orphan Receptor NR2F6 Is a Central Checkpoint for Cancer Immune Surveillance. Cell Reports 12, 2072–2085 (2015)) demonstrate that the inhibition of NR2F6 in T cells may yield anti-cancer benefits in companion animals. The studies indicate that, in the presence of NR2F6, T cell activation is limited within the tumor microenvironment. Zander believes that inhibition of NR2F6 removes a barrier to the animal’s own immune system’s ability to attack cancer cells. ZAN-100 is intended to be a small molecule therapy whose mode of action will be the inhibition of NR2F6.

High throughput screening assays conducted for Regen Biopharma, Inc. (the original licensor of the intellectual property which forms the basis for Zander’s products in development) between July and September of 2016 on thirty thousand compounds yielded four newly discovered small molecule compounds which (a) can bind to the relevant structure in a cellular system and (b) show evidence of the ability to modulate the effects of NR2F6.

ZAN-200

ZAN-200 is intended to be a veterinary arthritis therapy. Rheumatoid arthritis is an immune-mediated disease. This means it is caused by an overreaction of the immune system. In rheumatoid arthritis, the body mistakes some of its own protein for foreign protein. It then makes antibodies against its own protein. In the opinion of Zander, suppression of the immune system through activation of NR2F6 in those immune cells would be an effective therapy. ZAN-200 is intended to operate by activating NR2F6 in the animals’ immune cells.

Ex-vivo assays were performed using immune cells from five dog blood samples. Data derived from those tests demonstrated the ZAN-200 may inhibit T cell activation and production of cytokines, particularly IL-17 and IL-2. IL-17 and IL-2 have been shown to create inflammatory responses leading to arthritic conditions.

We have filed applications with the United States Patent and Trademark Office for patent protection with respect to internally developed intellectual property covering our products in development. As of ~~November~~August 2214 , 2017 nothe following patent protection has been granted to ~~any~~ intellectual property developed by Zander. by the United States Patent and Trademark Office:

Patent # 1003227

Canine autologous immunotherapy using dendritic cell induced cancer killing immunocytes

compositions of matter, protocols, and treatment means for induction of immune mediated killing in dogs suffering from cancer. The invention provides means of extracting peripheral blood from a canine patient, expanding immunocytes capable of killing cancer cells in vitro, and re-administering said immunocytes into a patient in need of therapy.

Neither the Company nor Zander has undertaken any discussions with any pharmaceutical companies regarding the commercialization of any products under development. None of Zander or 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 Zander’s currently planned products will ever be commercialized.

Development Conducted to Date

High Throughput Screening Assay

Initial high throughput screening assays were performed in July to September of 2016 by the contract research organization Proteros, GMBH for Regen Biopharma, Inc. This assay is based on Regen Biopharma Inc.’s screening assay whereby the full-length or ligand-binding domain of NR2F6 Reporter gene assays are used to screen for compounds that modulate gene expression via binding to nuclear hormone receptors. Transfer of this assay to ChemDiv, Inc., another contract research organization, by Regen Biopharma, Inc. was effected in January, 2017.

In molecular biology, a reporter gene is a gene that researchers attach to a regulatory sequence of another gene of interest in bacteria, cell culture, animals or plants. Certain genes are chosen as reporters because the characteristics they confer on organisms expressing them are easily identified and measured, or because they are selectable markers. Reporter genes are often used as an indication of whether a certain gene has been taken up by or expressed in the cell or organism population.

High Throughput Screens (HTS) are recent scientific methods in which hundreds of thousands of experimental samples are subjected to simultaneous testing under given conditions. Through this process one can rapidly identify active compounds, antibodies, or genes that modulate a particular biomolecular pathway. The results of these experiments provide starting points for drug design and for understanding the interaction or role of a particular biochemical process in biology.

HTS performed on behalf of Regen Biopharma, Inc. have been ongoing as of September 9, 2016. As of September 9, 2016 four newly discovered small molecule compounds which (a) can bind to the relevant structure in a cellular system and (b) show evidence of the ability to modulate activity of NR2F6 have been discovered.

Results of any studies conducted by Regen Biopharma, Inc. are being made available to Zander Therapeutics, Inc. for use in veterinary drug development and commercialization.

Ex Vivo Assay

Ex-vivo assays were performed using immune cells from canine blood samples from five dogs. The samples were treated with compound at various concentrations and the supernatant assayed for the presence of various cytokines using ELISA-based assays. Enzyme-linked immunosorbent assay (ELISA is a biochemical technique used mainly in immunology to detect the presence of an antibody or an antigen in a sample). These assays were commenced in May, 2017 and are ongoing as of September 14, 2018.

Data derived from the five dog study indicated that the ZAN-200 series drugs could inhibit T cell activation and production of cytokines, particularly IL-17 and IL-2. IL-17 and IL-2 have been shown to create inflammatory responses leading to arthritic conditions.

Collaboration Agreement

On July 5, 2018 Zander entered into a collaboration and development agreement (“Agreement”) with Ampersand Biopharmaceuticals, Inc. (“Ampersand”) whereby the parties agreed to cooperate in a research and development program to establish the use of NR2F6 agonists and antagonists coupled with Ampersand’s proprietary transdermal drug delivery system (“Amperzans”) in the treatment of various disorders such as arthritis, atopic dermatitis and cancer in companion animals such as dogs and cats.

Ownership of inventions arising during and in the course of the Parties’ performance under the Agreement, and related intellectual property rights, shall be jointly owned by both parties with the following exceptions :

Ampersand shall solely own all Inventions relating to the Ampersand Technology (technology claims related Ampersand’s transdermal penetration and delivery and any Improvements made thereto during the term of the agreement) and/or to methods of using or manufacturing the Ampersand Technology, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent contractors or agents of both Parties (“Ampersand Inventions”). Such Inventions and patents and patent applications claiming such Inventions are included in this agreement with the same rights and privileges as Background Rights.

Zander shall solely own all Inventions relating to the Zander Technology (technology claims related to the NR2F6 Agonist or Antagonist) .and/or to methods of using or manufacturing the Zander Technology, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent contractors or agents of both Parties (“Zander Inventions”). Such Inventions and patents and patent applications claiming such Inventions are included in this agreement with the same rights and privileges as Background Rights.

The agreement is contingent upon each party successfully funding its part of the research and development work to be performed by Ampersand and Zander pursuant to the Agreement (“ Workplan”) , estimated by the parties to be approximately $1,330,000 per party. Should sufficient funds fail to be raised by both Parties the Agreement and associated Workplan are null and void. The Agreement does not impose any responsibility on any party to complete said funding.

The Term of the Agreement shall commence on the Effective Date and will continue unless terminated due to material breach by either party , financial insolvency of either party or the mutual written consent of the Parties. Upon thirty (30) days' written notice, either Party shall be entitled to terminate its financial and developmental obligations under this Agreement for convenience, including, but not limited to either Party having no further business interest in the Development Program.

Any successful monetization of Developed Technology will result in the equal sharing (i.e. 50% to Ampersand and 50% to Zander) of any consideration related to such Developed Technology including, but not limited to, equity, up-front, royalty, milestone and other payments or in-kind consideration associated with any sale, license or sublicense agreement. Such equal sharing of any consideration will be net of any expenses incurred. Should the Developed Technology be developed, marketed, commercialized and/or sold by either Party, the expenses and revenues of such activity will be shared equally. Developed Technology is defined in the Agreement as any and all ideas, inventions, work of authorship, work product, materials, technologies, discoveries, improvements, know-how, techniques, and other deliverables, whether patentable or unpatentable, copyrightable or uncopyrightable, including, but not limited to, any documentation, formula, design, device, code, improvement, method, process, discovery, concept, development, machine or contribution, that a Party conceives, makes, reduces to practice or develops, in whole or in part, alone or in conjunction with others, during or as a result of conducting the development program contemplated by this Agreement.

Neither party shall be entitled to practice, commercialize, market, develop, or otherwise derive a benefit from, financial or otherwise ("Exploit"), or grant third parties, including Affiliates, any rights under the Developed Technology or Development Rights in the Field to make, have made, use, have used, sell, have sold, offer to sell or import, Commercialize, or otherwise Exploit Developed Products in the Field, or grant any third party, including Affiliates, any rights to do any of the above, without the prior written consent of the other Party.

A Developed Product is defined in the Agreement as any product for use in the Field that is developed during the Term of this Agreement (i) the making, manufacture, use, sale or importation of which is covered by any Development Rights, and/or (ii) which includes or incorporates any Developed Technology. “Development Rights” are defined in the Agreement as any and all patent, copyright, trademark, trade secret and other intellectual property rights in and to the Developed Technology, whether now known or hereafter recognized in any jurisdiction. Field as defined in the Agreement means the use of Amperzans for the treatment of any malady in dogs or cats

Distribution methods of the products or services:

It is anticipated that Zander will enter into licensing and/or sublicensing agreements with outside entities in order that Zander may obtain royalty income on the products and services which it may develop and commercialize.

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

We have yet to achieve revenues or profits. The veterinary pharmaceutical industry 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.

We 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, Zander has entered into nonemployee consulting agreements with individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to Zander 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.

These individuals are as follows:

Brian Devine

Mr. Brian Devine has agreed to act as Chairman of Zander’s Business Advisory Board.

Mr. Devine has served as Chairman Emeritus of Petco Holdings, Inc. from March 2016 to October 2016, Chairman of the Board of Directors of Petco Animal Supplies Stores, Inc. from 1994 until March 2016 and as President and Chief Executive Officer of PETCO Animal Supplies, Inc. from 1990 until 2004.

On June 21, 2017 Zander entered into an agreement (“Agreement”) with Mr. Brian Devine whereby Mr. Devine shall serve as Chairman of Zander’s Business Advisory Board.

The term of the Agreement shall commence on June 23, 2017 and shall expire on June 23, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement:

(a)

Mr. Devine shall, for so long as he remains a member of the Business Advisory Board, meet with Zander upon written request, at dates and times mutually agreeable to Candidate and Zander, to discuss any matter involving Zander or its Subsidiaries

(b)

Identify and introduce to Zander persons to serve as members of Zander's Business Advisory Board ("Advisory Candidates").

(c)

Identify and introduce to Zander potential purchasers of Zander's securities.

Pursuant to the Agreement:

(i)

Mr. Devine received 500,000 of the common shares of Zander.

(ii)

In the event that an Advisory Candidate identified and introduced by Mr. Devine to Zander serves as a member of the Business Advisory Board of Zander, Mr. Devine shall receive, ten business days subsequent to the completion of 12 months service by the Advisory Candidate as a member of the Business Advisory Board of Zander, a fee paid in the common shares of Zander, equal to 5% of any shares of Zander issued to the Advisory Candidate.

Dr. Thomas Donnelly, DVM

Dr. Thomas Donnelly has agreed to act as a Senior Veterinary Advisor to Zander. Dr. Donnelly is a board-certified specialist in the field of laboratory animal medicine, an Adjunct Associate Professor at Tufts University Cummings School of Veterinary Medicine and a Professor at Ecole Nationale Veterinaire d’Alfort, a French public institution of scientific research and higher education in veterinary medicine.

On August 7, 2017 Zander entered into an agreement (“Agreement”) with Dr. Donnelly whereby Dr. Donnelly shall serve as Senior Veterinary Advisor to Zander. The term of the Agreement shall be from August 17, 2017 and shall expire on August 16, 2018. The term of this Agreement may be extended by mutual consent.

Pursuant to the Agreement:

(a)

Dr. Donnelly shall advise Zander on various nominal matters regarding veterinary ''Nominal" is defined as periodic conversations in which Dr. Donnelly is asked for a referral to an appropriate researcher on a specific topic or input on research data Zander is developing.

(b)

In the event Dr. Donnelly is requested to provide research services, such services will be negotiated separately between Dr. Donnelly and Zander.

As consideration for his services pursuant to this Agreement, Dr. Donnelly received 500,000 of Zander’s Series M Preferred Shares on August 21, 2017.

Dr. Donnelly is also party to another agreement between Entest Group, Inc. and Dr. Donnelly (“ENTB Agreement”) whereby Dr. Donnelly shall provide similar services to Zander as those to be provided under the Agreement.

Consideration pursuant to the ENTB Agreement was 100,000 shares of the Series B Preferred Stock of ENTB (“Compensation Shares”).Within 30 business days subsequent to the effective date of a Registration Statement filed under the Securities Act of 1933, as amended, registering common shares of Zander (“Zander Registration Statement”) Donnelly shall have the right to exchange up to the total number of the Compensation Shares issued pursuant to the terms and conditions of the ENTB Agreement for an equivalent number of the common shares of Zander Therapeutic, Inc. six months subsequent to the date that the Zander Registration Statement is declared effective by the United States Securities and Exchange Commission. The term of the ENTB Agreement is March 1, 2017 to February 29, 2019.

Dr. Thomas Ichim, PhD Senior Research Consultant

Dr. Thomas Ichim has agreed to act as Senior Research Consultant to Zander. Dr. Ichim has served as a director and as President of Creative Medical Technology, Inc. since February 2016, and has served Chief Scientific Officer of Creative Medical Technology Holdings, Inc. since March 2017. Between 2007 and 2015 Dr. Ichim served as Chief Science Officer, Chief Executive Officer, President, and member of the Board of Directors of MediStem Inc., a San Diego-based company engaged in development of endometrial regenerative cells which was acquired in 2014 by Intrexon Corporation. From 2004 until 2007 he served as program manager for biorasi LLC, a clinical research organization. Between October 2012 and September 2015 Dr. Ichim served as Chief Scientific Officer and Director of research at Regen Biopharma, Inc., a company under common control with Zander. Thomas Ichim serves at will and is not party to a consulting contract with Zander.

Debbie Dorsee Director of Business Development

Ms. Debbie Dorsee has agreed to act as Director of Business Development for Zander. Ms. Dorsee is the founder and principal officer of the Dorsee Company, a San Diego based public relations firm. Debbie Dorsee serves at will and is not party to a consulting contract with Zander.

Dr. Linda L. Black, DVM, PhD

Dr. Linda L. Black has agreed to act as a Senior Veterinary Advisor to Zander.

On March 20, 2017 the Company entered into an agreement (“Agreement”) with Dr. Black whereby Dr. Black shall serve as Senior Veterinary Advisor to Zander. The term of the Agreement shall be from March 20 2017 and shall expire on March 19, 2018. The term of this Agreement may be extended by mutual consent.

Pursuant to the Agreement:

(a)

Dr. Black shall advise Zander on various nominal matters regarding veterinary ''Nominal" is defined as periodic conversations in which Dr. Donnelly is asked for a referral to an appropriate researcher on a specific topic or input on research data Zander is developing.

(b)

In the event Dr. Black is requested to provide research services, such services will be negotiated separately between Dr. Black and Zander.

(c)

As consideration of the performance of services pursuant to this Agreement, Black shall receive 100,000 shares of the Series B Preferred Stock of the Company (“Compensation Shares”).Within 30 business days subsequent to the effective date of a Registration Statement filed under the Securities Act of 1933, as amended, registering common shares of Zander (“Zander Registration Statement”) Black shall have the right to exchange up to the total number of the Compensation Shares issued pursuant to the terms and conditions of this Agreement for an equivalent number of the common shares of Zander Therapeutic, Inc. six months subsequent to the date that the Zander Registration Statement is declared effective by the United States Securities and Exchange Commission.

Dr. Black currently serves as Chief Operating Officer and Vice President of Clinical Science for Medicus Biosciences, a biotech company focused on drug delivery for ophthalmology, advanced wound healing, osteoarthritis, and regenerative medicine applications both veterinary and non-veterinary.

On June 20th, 2017 Zander issued 500,000 of Zander’s Series M Preferred shares as consideration for services provided by Dr. Black to Zander.

Jonathan Baell, Ph.D.

On August 16th 2017 Professor Jonathan Baell entered into an agreement (“Agreement”) with Zander whereby, pursuant to the Agreement:

(a)

Baell shall advise Zander on various nominal matters regarding veterinary. ''Nominal" is defined as periodic conversations in which Baell is asked for a referral to an appropriate researcher on a specific topic or input on research data Zander is developing.

(b)

In the event Baell is requested to provide research services, such services will be negotiated separately between Baell and Zander.

910

The term of the Agreement is from August 17, 2017 to August 18, 2018. Baell was issued 400,000 of Zander’s Series M Preferred stock pursuant to the terms of the Agreement. 100,000 of Zander’s Series M Preferred stock was issued to Baell prior to entering into the Agreement.

Prof. Jonathan Baell, Ph.D. is a Larkins Fellow, Co-Director of the Australian Translational Medicinal Chemistry Facility and an National Health and Medical Research Council Senior Research Fellow at Monash Institute of Pharmaceutical Sciences (MIPS) located in Australia.

Robin Gasser Ph.D., BVM, DVM, DVSc

On August 7th 2017 Professor Robin Gasser entered into an agreement (“Agreement”) with Zander whereby, pursuant to the Agreement:

(a) Gasser shall advise Zander on various nominal matters regarding veterinary ''Nominal" is defined as periodic conversations in which Gasser is asked for a referral to an appropriate researcher on a specific topic or input on research data Zander is developing.

(b) In the event Gasser is requested to provide research services, such services will be negotiated separately between Gasser and Zander.

The term of the Agreement is from August 17, 2017 to August 16, 2018. Gasser was issued 500,000 of Zander’s Series M Preferred stock pursuant to the terms of the Agreement.

Prof. Gasser is a Professor at the University of Melbourne Faculty of Veterinary Science and serves as President of the Australian Society for Parasitology

Joey Herrick

On July 29, 2018 Zander entered into an agreement (“Agreement”) with Mr. Joey Herrick whereby Mr. Harrick shall serve as a member of Zander’s Business Advisory Board.

The term of the Agreement shall expire on November 15, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement:

(a) Mr. Herrick shall, for so long as he remains a member of the Business Advisory Board, meet with Zander upon written request, at dates and times mutually agreeable to Candidate and Zander, to discuss any matter involving Zander ~~or its Subsidiaries~~

(b)

Identify and introduce to Zander persons to serve as members of Zander's Business Advisory Board ("Advisory Candidates").

(Cc) Identify and introduce to Zander potential purchasers of Zander’s securities.

Pursuant to the Agreement:

(i) Mr. Harrick received 250,000 of the common shares of Zander.

(ii) In the event that an Advisory Candidate identified and introduced by Mr. Harrick to Zander serves as a member of the Business Advisory Board of Zander, Mr. Harrick shall receive, ten business days subsequent to the completion of 12 months service by the Advisory Candidate as a member of the Business Advisory Board of Zander, a fee paid in the common shares of Zander, equal to 5% of any shares of Zander issued to the Advisory Candidate.

Mr. Harrick was previously the founder and president of Natural Balance Pet Foods. Mr Harrick is the founder of the Lucy Pet Foundation.

10On January 23, 2018 Dr. Harry Lander and the Company entered into an agreement (“Agreement”) whereby Dr. Lander agreed to provide services as the Company’s Senior Scientific Consultant. Pursuant to the Agreement, Dr. Lander will assist the Company with its development of therapies involving checkpoint NR2F6 and commercial anti-parasitic therapies.

Dr. .Lander received an MBA in Finance from The New York University Stern School of Business in New York City in 2001 and a Ph.D. in Biochemistry from the Cornell University Graduate School of Medical Sciences in 1992. Dr. Lander has also earned a Bachelor of Science in Biochemistry and a Bachelor of Science in Chemistry from State University of New York at Stony Brook in 1987.

On April 10, 2019 Zander Therapeutics, Inc. (“Zander”) entered into an agreement (“Agreement”) with Mr. John Lazor whereby Mr. Lazor shall serve as a member of Zander’s Business Advisory Board.

The term of the Agreement shall commence on April 15, 2019 and expire on April 15, 2022. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement:

(a)

Mr. Lazor shall, for so long as he remains a member of the Business Advisory Board, meet with Zander upon written request, at dates and times mutually agreeable to Candidate and Zander, to discuss any matter involving Zander or its Subsidiaries

(b)

Identify and introduce to Zander persons to serve as members of Zander's Business Advisory Board ("Advisory Candidates").

(c)

Identify and introduce to Zander potential purchasers of Zander’s securities.

Pursuant to the Agreement:

(i) Mr. Lazor received 50,000 of the common shares of Zander.

(ii) In the event that an Advisory Candidate identified and introduced by Mr. Lazor to Zander serves as a member of the Business Advisory Board of Zander, Mr. Lazor shall receive, ten business days subsequent to the completion of 12 months service by the Advisory Candidate as a member of the Business Advisory Board of Zander, a fee paid in the common shares of Zander, equal to 5% of any shares of Zander issued to the Advisory Candidate.

On April 18, 2019 Zander Therapeutics, Inc. (“Zander”) entered into an agreement (“Agreement”) with Dr. David Cheresh, PhD whereby Dr. Cheresh shall serve as a member of Zander’s Scientific Advisory Board.

The term of the Agreement shall commence on April 22, 2019 and expire on April 21, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement, Dr. Cheresh shall advise Zander on various nominal matters regarding veterinary biotechnology. "Nominal" is defined as periodic conversations in which Dr. Cheresh is asked for a referral to an appropriate researcher on a specific topic or input on research data the company is developing. In the event Dr. Cheresh is requested to provide research services, such services will be negotiated separately between Dr. Cheresh and Zander.

Pursuant to the Agreement, Dr. Cheresh shall receive as consideration 100,000 shares of the Series M Preferred Stock of Zander Therapeutics Inc.

On April 24, 2019 Zander Therapeutics, Inc. (“Zander”) entered into an agreement (“Agreement”) with Dr. Judith Varner , PhD whereby Dr. Varner shall serve as a member of Zander’s Scientific Advisory Board.

The term of the Agreement shall commence on April 24, 2019 and expire on April 23, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement, Dr. Varner shall advise Zander on various nominal matters regarding veterinary biotechnology. "Nominal" is defined as periodic conversations in which Dr. Varner is asked for a referral to an appropriate researcher on a specific topic or input on research data the company is developing. In the event Dr. Varner is requested to provide research services, such services will be negotiated separately between Dr. Varner and Zander.

Pursuant to the Agreement, Dr. Varner received as consideration 100,000 shares of the Series M Preferred Stock of Zander Therapeutics Inc.

Of the abovementioned advisory board members whose agreements have expired, none have resigned from their respective advisory boards.

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

Other than that license granted by Regen to the Company whereby Regen granted to the Company an exclusive worldwide right and license for the development and commercialization of intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years, the Company has not been granted any license to develop and commercialize any third party intellectual property.

~~The Company~~(a) ~~has~~that ~~been~~license granted noby ~~patents.~~KCL ~~Certain~~Therapeutics, ~~intellectual~~Inc. ~~property licensed~~ to the Company ~~by Regen has been granted patent protection (“Patented IP”). The Patented IP is as follows:~~and

(b)

that license granted by Monash University to the Company

The Company has not been granted any license to develop and commercialize any third party intellectual property.

The Company has been granted one patent by the United States Patent and Trademark Office :

U.S. Patent # 1003227

CANINE AUTOLOGOUS IMMUNOTHERAPY USING DENDRITIC CELL INDUCED CANCER KILLING IMMUNOCYTES

Certain intellectual property licensed to the Company by KCL Therapeutivs, Inc. has been granted patent protection (“Patented IP”). The Patented IP is as follows:

US Patent #9091696

MODULATION OF NR2F6 AND METHODS AND USES THEREOF

The application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount of a NR2F6 modulator.

The Patent granted is a Utility patent.

The Patent expires on November 16, 2029.The product candidates to which US Patent #9091696 relates include ZAN 100 and ZAN 200.

US Patent # ~~10,030227~~ ~~B2,~~10088485

~~CANINE~~METHODS ~~AUTOLOGOUS~~OF ~~IMMUNOTHERAPY~~SCREENING ~~USING~~COMPOUNDS ~~DENDRITIC~~THAT ~~CELL~~CAN ~~INDUCED~~MODULATE ~~CANCER~~NR2F6 ~~KILLING~~BY ~~IMMUNOCYTES~~DISPLACEMENT OF A REFERENCE LIGAND

compositions of matter, protocols and methods of screening test compounds to identifying agonists and antagonists of the orphan nuclear receptor NR2F6 by measuring the ability of a test compound to occupy the active site of NR2F6, in the presence of a reference compound.

The Company has no trademarks.

The Company 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

The Center for Veterinary Medicine (“CVM”) at the United States Food and Drug Administration (“FDA”) regulates animal pharmaceuticals under the Food, Drug and Cosmetics Act. Our current proposed products are animal pharmaceuticals regulated by the CVM. Manufacturers of animal health pharmaceuticals must show their products to be safe, effective and produced by a consistent method of manufacture. The new animal drug approval process is complicated. Before a new animal drug may receive FDA approval, the sponsor must establish that the new animal drug is safe and effective. Drug sponsors must submit a New Animal Drug Application (NADA) along with supporting data, including all adverse effects associated with the drug's use. The NADA must also include information on the drug's chemistry; composition and component ingredients; manufacturing methods, facilities, and controls; proposed labeling; analytical methods for residue detection and analysis if applicable; an environmental assessment; and other information. The sponsor of a new animal drug is responsible for submitting all appropriate data to establish effectiveness and safety. If the drug product is intended for use in a food-producing animal, residues in food products must also be established as safe for human consumption. FDA review of the NADA submitted by drug sponsors is extremely detailed and comprehensive. The CVM’s basis for approving a drug application is documented in a Freedom of Information Summary. . We will be required to conduct post-approval monitoring of FDA approved pharmaceutical products and to submit reports of product quality defects, adverse events or unexpected results to the CVM’s Surveillance and Compliance group. No assurance may be given that ZAN-100, ZAN-200 or any new animal drug product which the Company may develop will be approved by the FDA to be marketed and sold. Regulatory authorities in countries outside of the United States and Europe also have requirements for approval of veterinary drug candidates with which we must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a product candidate in one country does not ensure that we will be able to obtain regulatory approval in any other country.

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

During the fiscal year ended June 30, ~~2018~~2019 we expended $1574,~~669,734~~404 on research and development activities.

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

Zander 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 ~~September~~August 14, 2018, Zander has 43 employees, of which 32 employees devote an average of 25 hours a week to the affairs of the ~~Company~~ Company and of which one is full time.

Properties

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941. This space was provided to the Company by Entest ~~Group~~Biomedical, Inc. on a month to month basis free of charge until July 5, 2018.

On July 3, 2018 Zander entered into a sublease agreement with Entest ~~Group~~Biomedical, Inc. whereby Zander would sublet the aforementioned ~~office~~ office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from Entest ~~Group~~Biomedical, Inc. on a month to month basis for $6,000 per month beginning July 5, 2018.

~~The~~On ~~property~~November is16, ~~utilized~~2018 asZander ~~office~~and ~~space.~~Entest WeBiomedical, ~~believe~~Inc. ~~that~~agreed ~~the~~to ~~foregoing~~terminate ~~properties~~Zander’s ~~are~~sublease ~~adequate~~with tothe ~~meet~~Entest ~~our~~Biomedical ~~current needs for office~~, ~~space~~Inc. ~~While~~effective ~~it is anticipated that~~ the ~~Company~~rental ~~will~~period ~~require~~commencing ~~access to laboratory facilities in the future~~November, ~~the Company believes that access to such facilities are available from a variety of sources~~2018.

12On November 16, 2018 Zander entered into a sublease agreement with BST Partners (“BST”) whereby Zander would sublet the aforementioned office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $6,000 per month beginning November 5, 2018.

BST is controlled by David Koos, Zander’s Chairman and Chief Executive Officer.

Item 3. Legal Proceedings

None

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

There has never been and there currently is no public market for our securities. We anticipate applying for trading of our common stock on the over the counter bulletin board (OTC BB) or the OTCQB Tier operated by OTC Markets Group , however, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

The stockholders' equity section of the Company contains the following classes of capital stock as ~~September~~August 14, ~~2018~~2019:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: ~~6033001~~6,583,001 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001 par value, 50,000,000 shares authorized of which 10,000,000 is designated as Series M Preferred Stock and 1,000,000 is designated Series AA Preferred Stock: 9,000,000 shares of Series M Preferred Stock are issued and outstanding as of September 14, 2018 and 200 shares of Series AA Preferred Stock are issued and outstanding as of September 14, 2018.

(a) 45,000,000 is designated as Series M Preferred Stock: 39,210,000 shares of Series M Preferred Stock are issued and outstanding as of August 14, 2019

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one (1).

On(b) ~~any voluntary or involuntary liquidation~~1, ~~dissolution or winding up of the Corporation~~000,000 ~~the~~is ~~holders~~designated ofas ~~the~~ Series MAA Preferred Stock: ~~shall receive~~2,200 ~~out~~shares of ~~assets~~Series ~~legally~~AA ~~available~~Preferred ~~for~~Stock ~~distribution~~are toissued ~~the~~and ~~Company's~~outstanding ~~stockholders, a ratable share in the assets~~as of ~~the~~August ~~Corporation~~14, 2019.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ~~ten~~10,000 ~~thousand~~ (10,000).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Holders

As of ~~September~~August 1413, 2018 there were approximately ~~101~~103 holders of our Common Stock.

Dividends

No cash dividends were paid during the fiscal year ending June 30.2018. We do not expect to declare cash dividends in the immediate future.

Recent Sales of Unregistered Securities

OnCommon ~~October 30, 2017Zander issued 900,000 of its common shares (“Shares”) for consideration of $900,000~~Stock

~~The~~On ~~Shares~~July ~~were~~12, ~~issued~~2018 ~~pursuant~~Zander tosold ~~Section~~50,000 ~~4(a) (2)~~ of ~~the~~its ~~Securities~~common ~~Act~~shares ~~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~~$100,000. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On ~~February~~August 521, 2018, ~~Zander~~the ~~issued~~Company ~~100~~sold 500,000 of its common shares ~~(“Shares”)~~ for consideration of $~~200~~500,000.

~~The~~On ~~Shares~~August ~~were~~21, ~~issued~~2018 ~~pursuant to Section 4(a) (2) of~~ the ~~Securities~~Company ~~Act~~sold ~~of 1933~~50,000 asof ~~amended.~~its Nocommon ~~underwriters~~shares ~~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~~$100,000. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On ~~February~~September 276, 2018, ~~Zander~~the Company issued ~~150~~250,000 of its common shares ~~(“Shares”)~~to ~~for~~a ~~consideration~~member of ~~$300,000~~the Company’s Business Advisory Board as consideration for services.

~~The~~On ~~Shares~~September ~~were~~6, ~~issued~~2018 ~~pursuant to Section 4(a) (2) of~~ the ~~Securities~~Company ~~Act~~issued ~~of 1933~~100,000 asof ~~amended.~~its Nocommon ~~underwriters~~shares ~~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~~$100,000. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On ~~July~~September 106, ~~2017~~2018 the Company issued ~~100~~50,000 of its ~~Series~~common Mshares ~~Shares~~for ~~(“Shares”)~~consideration ~~for~~of ~~Services~~$100,000.

~~The~~On ~~Shares~~September ~~were~~13, ~~issued~~2018 ~~pursuant to Section 4(a) (2) of~~ the ~~Securities~~Company ~~Act~~issued ~~of 1933~~275,000 asof ~~amended.~~its Nocommon ~~underwriters~~shares ~~were retained~~ to ~~serve as placement agents for~~ the ~~sale.~~Chairman ~~The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale~~ of the ~~Shares.~~Company’s ~~There~~Business ~~was~~Advisory ~~no advertisement or general solicitation made in connection with this~~Board ~~Offer~~as ~~and~~consideration ~~Sale~~for ~~of Shares~~services. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On ~~July~~February 1019, ~~2017~~2019 the Company issued ~~100~~500,000 of its common shares ~~(“Shares”)~~as toa ~~the~~one ~~Chairman~~time ofinterest ~~the~~charge ~~Company’s~~on ~~Business Advisory~~a ~~Board for consideration of~~ $~~100~~500,000 Promissory Note.

~~The~~On ~~Shares~~April ~~were~~15, ~~issued~~2019 ~~pursuant to Section 4(a) (2) of~~ the ~~Securities~~Company ~~Act~~issued ~~of 1933~~50,000 asof ~~amended.~~its common Noshares ~~underwriters were retained~~ to ~~serve as~~a ~~placement~~member ~~agents~~of ~~for~~ the ~~sale.~~Company’s ~~The~~Business ~~Shares~~Advisory ~~were~~Board ~~sold~~as ~~directly through our management. No commission or other~~ consideration ~~was paid~~for ~~in connection with the sale of the Shares~~services. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

14Series M Preferred Stock

On ~~July~~January 1029, ~~2017~~2019 the Company issued ~~500~~10,000,000 ~~common~~of ~~shares~~its Series M Preferred Shares (“Shares”) to ~~the~~David ~~Chairman~~Koos, of the Company’s ~~Business~~ ~~Advisory~~Chairman ~~Board~~and Chief Executive Officer, as ~~consideration~~compensation for services.

~~The~~On ~~Shares~~January ~~were~~29, ~~issued~~2019 ~~pursuant to Section 4(a) (2) of~~ the ~~Securities~~Company ~~Act~~issued ~~of 1933~~10,000,000 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~~its ~~Shares.~~Series ~~There~~M ~~was~~Preferred ~~no advertisement or general solicitation made in connection with this Offer and Sale of~~ Shares~~. A~~ ~~legend~~to ~~was~~Todd ~~placed~~Caven, on the ~~certificate~~Company’s ~~that~~Chief ~~evidences the Shares stating that the Shares have not~~Financial ~~been~~Officer, ~~registered~~as ~~under~~compensation ~~the~~for ~~Act and setting forth or referring to the restrictions on transferability and sale of the Shares~~services.

On ~~August~~January 2129, ~~2017~~2019 the Company issued 110,~~400~~000,000 of its Series M ~~Shares~~Preferred (“Shares”) to Dr. Harry Lander as compensation for ~~Services~~nonemployee services pursuant to an agreement by and between Dr. Lander and the Company entered into on January 23, 2019 whereby Dr. Lander agreed to provide services as the Company’s Senior Scientific Consultant. Pursuant to the Agreement, Dr. Lander will assist the Company with its development of therapies involving checkpoint NR2F6 and commercial anti-parasitic therapies.

The ~~Shares~~term ~~were issued pursuant to Section 4(a) (2)~~ of the ~~Securities~~Agreement ~~Act~~is offrom ~~1933~~January 25, as2019 ~~amended.~~to NoJanuary ~~underwriters~~24, ~~were~~2022 ~~retained~~and tomay ~~serve as~~be ~~placement~~extended ~~agents~~by ~~for~~mutual ~~the sale~~consent. ~~The~~Sole ~~Shares~~consideration ~~were~~to Dr. ~~sold~~Lander ~~directly~~for ~~through~~services ~~our~~to ~~management.~~be Noprovided ~~commission~~pursuant orto ~~other~~the ~~consideration~~Agreement ~~was paid~~shall inbe ~~connection with~~ the ~~sale~~issuance ofto ~~the Shares~~Dr. ~~There~~Lander ~~was~~by nothe ~~advertisement~~Company orof ~~general~~10,000,000 shares ~~solicitation~~of ~~made~~the inCompany’s ~~connection~~Series ~~with~~M ~~this Offer~~preferred ~~and Sale of Shares~~stock. A ~~legend~~The ~~was~~compensation ~~placed~~shall onbe ~~the~~recognized ~~certificate~~over ~~that evidences~~ the ~~Shares~~term ~~stating~~of ~~that~~ the ~~Shares~~agreement ~~have not~~with ~~been registered under~~ the ~~Act~~unamortized ~~and~~portion ~~setting~~of ~~forth~~the orcompensation ~~referring~~ to ~~the~~be ~~restrictions~~recognized onin ~~transferability~~Prepaid ~~and sale of the Shares~~Expenses.

On ~~September~~May 151, ~~2017~~2019 the Company issued ~~200~~10,000 of ~~the~~its Series AAM Preferred Shares ~~(“Shares”)~~to ofa ~~the~~member ~~Company~~of to the Company’s ~~Chief~~ ~~Executive~~Business ~~Officer~~Advisory inBoard as consideration offor services ~~rendered~~.

~~The~~On ~~Shares~~May ~~were~~1, ~~issued~~2019 ~~pursuant~~the toCompany ~~Section~~issued ~~4(a)~~an ~~(2)~~aggregate of ~~the~~200,000 ~~Securities Act~~ of ~~1933,~~its asSeries ~~amended.~~M NoPreferred ~~underwriters~~Shares ~~were retained~~ to ~~serve as~~two ~~placement~~members ~~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~~Company’s ~~Offer~~Scientific ~~and~~Advisory ~~Sale~~Board ofas ~~Shares. A~~consideration ~~legend~~for was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Sharesservices.

~~On July 12, 2018 Zander sold 50,000 of its common shares (“Shares”) for consideration of $100,000~~17

~~The~~Series ~~Shares~~AA ~~were~~Preferred 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. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.Stock

On ~~August~~May 216, ~~2018~~2019 the Company ~~sold~~issued ~~500~~2,000 of its ~~common~~Series ~~shares~~AA (“Preferred Shares”) ~~for~~to ~~consideration~~David ofKoos, ~~$500~~the Company’s Chairman and Chief Executive Officer,~~000~~ as compensation for services.

~~The~~All of the abovementioned equities (“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. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

15With regard to Shares issued for cash consideration, the consideration was utilized for general corporate purposes.

On August 21, 2018 the Company sold 50,000 of its common shares (“Shares”) for consideration of $100,000

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. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On September 6, 2018 the Company issued 250,000 of its common shares (“Shares”) to a member of the Company’s Business Advisory Board as consideration for services.

On September 6, 2018 the Company issued 100,000 of its common shares “Shares”) for consideration of $100,000

On September 6, 2018 the Company issued 50,000 of its common shares (“Shares”) for consideration of $100,000

On September 6, 2018 the Company issued 275,000 of its common shares (“Shares”) to the Chairman of the Company’s Business Advisory Board as consideration for services.

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 June 30, 2018 we had Cash of $370,313 and as of June 30, ~~2017~~2019 we had Cash of $9628,~~005.~~124

The ~~increase~~decrease in ~~Cash~~cash of approximately ~~286~~92.41% is primarily attributable to the sale of $1,500,000 of equity securities for cash offset by the cost of operating the Company’s business, payment of $119,089 of principal indebtedness, payment of accrued expenses due to Regen Biopharma, Inc., payment of interest due to Entest Group, Inc. and prepayment of fees due to Regen Biopharma, Inc.

~~As of~~(a) ~~June~~The ~~30,~~purchase ~~2018~~from weRegen ~~had Prepaid Expenses to Related parties of $66~~Biopharma,~~239~~ ~~and~~Inc. as of ~~June~~a ~~30,~~Convertible ~~2017~~Note wereceivable ~~had~~for ~~prepaid~~consideration ~~expenses to Related Parties~~ of $0.350,000

(b) The ~~increase~~ inlending ~~Prepaid~~of ~~Expenses~~$56,900 to ~~Related~~Regen ~~Parties~~Biopharma, isInc. ~~primarily~~during ~~attributable~~the toyear ~~prepayment~~ended ofJune ~~fees due to Regen Biopharma~~30, ~~Inc.~~2019

~~As of~~(c) ~~June~~The ~~30,~~cost ~~2018 we had Prepaid Expenses~~ of ~~$650~~operating ~~and~~the asCompany’s ~~of June 30, 2017 we had Prepaid Expenses of $0~~business.

~~The~~partially ~~increase~~offset ~~in Prepaid Expenses of $650 is primarily attributable to $616 advanced to the Company’s Chief Financial Officer to be applied toward expenses to be incurred~~ by ~~the Chief Financial Officer on the Company’s behalf.~~ :

~~As of~~(a) ~~June~~the ~~30,~~issuance ~~2018~~by wethe ~~had~~Company ~~$35,000~~during ~~due~~the ~~from~~year ~~related~~ended ~~parties and as of~~ June 30, ~~2017~~2019 weof ~~had~~a $0Note ~~due~~Payable ~~from~~in ~~related~~the ~~Parties.~~amount of $500,000

~~$35,000 due~~(b) ~~from~~The ~~related~~issuance ~~parties as~~ of ~~June~~equity ~~30,~~securities ~~2018 consists of funds advanced to Entest Group, Inc.~~ by the Company induring ~~contemplation of~~ the ~~purchase~~year byended ~~the~~June ~~Company of 3~~30,~~500,000~~ of2019 the Series A preferred Shares of Regen Biopharma, Inc. owned by Entest Group, Inc. from Entest Group, Inc. On July 3, 2018 Zander purchased the aforementioned 3,500,000 of the Series A preferred Shares of Regen Biopharma, Inc. owned by Entest Group, Inc. from Entest Group, Inc. for ~~the~~cash ~~price~~proceeds of $35800,000 ~~USD cash.~~

As of June 30, 2018 we had ~~Accounts~~Prepaid ~~Payable~~Expenses to Related Party of $166,~~087,969~~239 and as of June 30, ~~2017~~2019 we had ~~Accounts~~Prepaid ~~Payable~~Expenses to Related Party of $0.

The ~~increase~~decrease in ~~Accounts~~Prepaid ~~Payable~~Expenses to Related parties is attributable to: the recognition during the year ended June 30, 2019 of $100,000 of expenses attributable to the recognition of an annual anniversary fee of $100,000 due annually pursuant to a license granted to Zander originally by Regen Biopharma, Inc and the recognition of $10,000 of expenses attributable to minimum royalties of $10,000 due annually pursuant to a license originally granted to Zander by Regen Biopharma, Inc.

$1On December 17,~~070~~ 2018 Regen Biopharma,~~000~~ Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, ~~due~~Inc. to(“Licensee”) entered into a ~~Contract~~LICENSE ~~Research~~ASSIGNMENT ~~Organization~~AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

~~$12,969 due and payable for legal services rendered~~18

$5Zander and Regen Biopharma,~~000~~ Inc. are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and ~~due~~Zander Therapeutics Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and ~~payable~~Zander ~~for~~Therapeutics ~~consulting~~Inc. ~~services~~Koos ~~rendered~~and Caven also serve as Directors of Zander Therapeutics, Inc. KCL Therapeutics, Inc. is a wholly owned subsidiary of Regen BioPharma, Inc. and is also under common control with Zander.

As of June 30, 2018 we had ~~Notes~~Prepaid ~~Payable,~~Expenses ~~Related Party~~ of $0650 and as of June 30, ~~2017~~2019 we had ~~Notes~~Prepaid ~~Payable,~~Expenses ~~Related Party~~ of $~~119~~ $83,~~089~~895.

The ~~reduction~~increase in ~~Notes~~Prepaid ~~Payable,~~Expenses ~~Related~~of ~~Party~~approximately 12,807% is primarily attributable to ~~the~~$83,261 ~~repayment~~prepaid byto ~~the~~consultants ~~Company~~for ~~of principal indebtedness due~~ services to ~~Entest Group,~~be ~~Inc.~~provided ~~during~~in ~~the~~future ~~fiscal year ended June 30, 2018~~periods.

As of June 30, ~~2018~~2019 we had ~~Accrued~~$1,942 ~~Expenses~~of ,cash ~~Related~~due ~~Party~~from an employee of $0the Company and as of June 30, ~~2017~~2018 we had ~~Accrued~~0 ~~Expenses,~~of ~~Related~~cash ~~Party~~due from an employee of ~~$107,343~~the Company.

17The increase in cash due from an employee of the Company is attributable to PayPal erroneously charging the Company’s account for personal purchases made by the Company’s Chief Executive Officer. This amount due was repaid to the Company subsequent to the Company’s fiscal year end.

~~The~~As ~~decrease~~of inJune ~~Accrued Expenses~~30, ~~Related~~2018 ~~Party~~we ishad ~~attributable~~no toNotes ~~satisfaction~~Receivable byfrom ~~the~~Related ~~Company~~Parties and as of ~~accrued~~June ~~expenses~~30, ~~due~~2019 towe ~~Regen~~had ~~Biopharma~~$56,900 of Notes Receivable from ~~Inc~~Related Parties.

AsThe ofincrease ~~June~~in ~~30,~~Notes ~~2018~~Receivable wefrom ~~had~~Related ~~Accrued~~parties ~~Expenses~~is ofattributable ~~$11,593~~to ~~and~~the asfollowing ofloans ~~June~~made 30by the Company to Regen Biopharma, Inc., ~~2017~~(“Regen”) wea ~~had~~company ~~Accrued~~under ~~Expenses~~common ofcontrol ~~$818.~~with us:

~~The~~On ~~increase~~January in10, ~~Accrued~~2019 ~~Expenses~~Zander ofloaned 1$5,~~317~~000 to Regen. The loan bears simple interest at 10% and is ~~attributable~~due ~~to:~~and payable January 10, 2020.

~~$9,444~~On ofJanuary ~~salary~~14, ~~Accrued~~2019 ~~but~~Zander ~~unpaid~~loaned ~~due~~$2,000 to ~~the~~Regen. ~~Company’s~~The ~~Chief~~loan ~~Executive~~bears ~~Officer~~simple interest at 10% and is due and payable January 14, 2020.

On January 17, 2019 Zander loaned $1,~~330 of~~500 ~~Employment~~to ~~Taxes~~Regen. ~~accrued~~The ~~but~~loan ~~unpaid~~bears simple interest at 10% and is due and payable January 17, 2020.

On April 11, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable April 11, 2020.

On April 30, 2019 Zander loaned $20,000 to Regen. The loan bears simple interest at 10% and is due and payable April 30, 2020.

On May 3, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 3, 2020.

On May 9, 2019 Zander loaned $400 to Regen. The loan bears simple interest at 10% and is due and payable May 9, 2020.

On May 29, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 29, 2020.

On May 31, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable May 31, 2020.

On June 6, 2019 Zander loaned $4,000 to Regen. The loan bears simple interest at 10% and is due and payable June 6, 2020.

On June 14, 2019 Zander loaned $3,000 to Regen. The loan bears simple interest at 10% and is due and payable June 14, 2020.

As of June 30, 2018 we had Accrued Interest Receivable from Related Parties of $0 and as of June 30, 2019 we had Accrued Interest Receivable from Related Parties of $14,208.

The increase in Accrued Interest Receivable from Related Parties is attributable to accrued interest earned by the Company on Notes Receivable and Convertible Notes Receivable issued to us by Regen Biopharma, Inc., a company under common control with us.

On June 30, 2018 we had Convertible Note Receivable from Related Party of $0 and as of June 30, 2019 we had Convertible Note Receivable from Related Party of $10,000.

The increase in Convertible Note Receivable from Related Party is attributable to the issuance to the Company by Regen Biopharma Inc. of a $350,000 Convertible Note convertible into the Series A Preferred shares of Regen Biopharma Inc. on September 30, 2018. $340,000 of the principal amount due was converted by the Company into 194,285, 714 of the Series A Preferred shares of Regen Biopharma Inc. during the Company’s fourth fiscal quarter of the Fiscal Year ended June 30, 2019.

As of June 30 , 2019 we had Investment Securities , Related Parties of $2,472,321 and as of June 30, 2018 we had Investment Securities , Related Parties of $0.

On July 3, 2018 Zander purchased 3,500,000 of the Series A preferred Shares of Regen Biopharma, Inc. owned by Entest Group, Inc. from Entest Group, Inc. On June 27, 2019 Zander converted $340,000 of the principal amount of a Convertible Note Receivable into 194,285,714 shares of the Series A Preferred stock of Regen Biopharma, Inc. All shares of Regen Biopharma, Inc. held by the Company are carried at fair value as of the measurement date which is June 30, 2019.

As of June 30, 2018 we had Accounts Payable of $1,087,969 and as of the same date ended 2019 we had Accounts Payable of $1,258,278.

The increase in Accounts Payable of approximately 16% is primarily attributable to $410,000 of fees payable to Contract Research Organizations incurred during the quarter ended September 30, 2018 offset by payment of trade obligations during the year ended June 30, 2019.

As of June 30, 2018 we had Accrued Expenses due to Related Parties of $0 and as of As of June 30, 2019 we had Accrued Expenses due to Related Parties of $43,761.

The increase in Accrued Expenses due to Related Parties is attributable to the recognition of Anniversary Fee Expenses and Minimum Royalties payable pursuant to the License Agreement entered into between Regen Biopharma, Inc. and the Company on June 23, 2015. On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

On June 30, 2019 we had Accrued Expenses of $97,290 and as of June 30, 2018 we had Accrued Expenses of 11,593.

The increase in Accrued Expenses of approximately $739% is attributable to:

$73,890 in net salaries accrued but unpaid during the twelve months ended June 30, 2019

$11,805 in License Fees due to Monash University accrued during the twelve months ended June 30, 2019.

Material Changes in Results of Operations

Revenues from continuing operations were $0 for the year ended June 30, 2018 and -0- for the year ended June 30, 2017. Net Losses from continuing operations were $2,181,505 for the year ended June 30, 2018 ~~and~~whereas the Company recognized Net Income from continuing operations of $~~260~~308,~~085~~516 for ~~the~~ same period ended ~~2017~~2019. The increase in Net Income in 2019 was primarily attributable to the recognition by the Company of $2,097,321 related to changes in Fair Value of Investment Securities.

~~The~~Operating ~~increase~~Losses were $1,793,860 and $2,171,592 in ~~Net~~the ~~Losses~~Fiscal ofYears ~~738~~ended 2019 and 2018, respectively.77 The decrease in Operating Loss of approximately 17% is primarily attributable to ~~greater~~decreases in Research and Development, and General and Administrative ~~and Consulting~~expenses ~~costs incurred~~ recognized during the ~~year~~period ended ~~June~~2019 ~~20 2018~~ as ~~compared~~compares to the ~~year~~same period ended ~~June 30, 2017~~2018.

As of June 30, ~~2018~~2019 we had $~~370~~28,~~313~~124 Cash on Hand and Current Liabilities of $1,~~099~~899,~~562~~329, such Liabilities consisting of Accounts Payable and Accrued Expenses.

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

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

On June 12, 2018 Zander Therapeutics, Inc. ( the “Company”) entered into an agreement with Dakoy Capital Markets, LLC whereby the Company retained the services of Dakoy Capital Markets, LLC (“Placement Agent”) to assist the Company in offering of shares of the Company (the “Securities” or “Shares”) for sale on a best efforts basis (“Offering”) . Placement Agent is obligated to use its best efforts to introduce the Company to accredited investors, which may include corporations, partnerships, mutual funds, hedge funds, investment partnerships, securities firms, lending and other institutions and entities, as well as select high net worth individuals (collectively, the “Purchasers”) for the purposes of participating in the Offering. The Company retains the right to employ other agents in connection with the sale of the Securities and the Offering is anticipated to commence within 30 days of the execution of the abovementioned agreement.

As compensation for its activities, the Placement Agent shall be paid a commission as follows:

A. Cash commission in an amount equal to seven percent (7%) of the total principal amount of gross proceeds of any Securities purchased by investors first introduced to the Company by the Placement Agent (“PA Investors”) and accepted by the Company (such persons being hereinafter referred to as the “PA Investor(s)”), and

B. Options exercisable for five (5) years from the date the Offering closes, to purchase that number of Shares equal to five percent (5%) of the number of Shares of Company sold in the Offering to PA Investors (the “Options Compensation” and together with the Cash Compensation, the “Placement Agent Compensation”). Such options shall be granted at each Closing at an exercise price per share equal to the price of the shares paid by the investors in the Offering. Such Option Compensation shall provide, among other things that the options shall:

1. expire five (5) years from the date of issuance; and

2. provide for “cashless” exercise; and

3. such other terms as are normal and customary for warrants issued to placement agents, including the same registration rights and other rights received by the investors in the Offering.

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

As of ~~September~~August 14, ~~2018~~2019 we are not party to any binding agreements which would commit Zander 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.

1921

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Zander Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Zander Therapeutics, Inc. (the "Company") as of June 30, 2019, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2019

Lakewood, CO

August 30, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Zander Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheets~~sheet of Zander Therapeutics, Inc. (the “Company”) as of June 30, 2018 and ~~June~~ ~~30, 2017 and~~ the related statements of operations, stockholders’ equity, and cash flows for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended June 30, 2018, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 ~~and June 30~~, ~~2017,~~ and the results of its operations and its cash flows for ~~each of~~ the ~~years in the two-~~year ~~period~~ ended June 30, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at June 30, 2018, 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 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ AMC Auditing

AMC Auditing
We have served as the Company’s auditor since 2017

Las Vegas, Nevada

September 17, 2018

Zander Therapeutics, Inc
BALANCE SHEET
	As of June 30, 2018		As of June 30, 2017 (as restated)
ASSETS
CURRENT ASSETS
Cash	370,313		96,005
Prepaid Expenses, Related Parties	66,239
Prepaid Expenses	650		0
Due From Related Party	35,000
Total Current Assets	472,202		96,005
Total Assets	472,202		96,005
LIABILITIES
Current Liabilities:
Accounts Payable	1,087,969
Notes Payable, Related Party	0		119,089
Accrued Expenses, Related Parties			107,343
Accrued Expenses	11,593		818
Total Current Liabilities	1,099,562		227,250
Total Liabilities	1,099,562		227,250
STOCKHOLDER'S EQUITY
Common Stock, Authorized 100,000,000, $0.0001 Par Value 4,758,001 shares and 3,008,001 shares issued and outstanding as of June 30, 2018 and June 30, 2017 respectively	475		301
Preferred Stock, $0.0001 par value Authorized 50,000,000 as of June 30, 2017 and June 30, 2018
Series M Preferred Stock, $0.0001 par, Authorized 10,000,000 as of June 30, 2017 and June 30, 2018 9,000,00 shares and 7,500,000 shares outstanding as of June 30, 2018 and June 30, 2017 Respectively	900		750
Common Stock subscribed for but unissued , 100000 and 100,000 shares as of June 30, 2018 and June 30, 2017 respectively	100,000		100,000
Series AA Preferred Stock, $0.0001 par, Authorized 1,000,000 and 0 as of June 30, 2018 and June 30, 2017, respectfully 200 and 0 shares outstanding as of June 30, 2018 and June 30, 2017 , respectfully	0
Additional Paid In Capital	1,620,689		120,814
Contributed Capital, Related Party	413,878		228,687
Retained Deficit	(2,763,302	)	(581,796	)
Total Stockholder's Equity	(627,359	)	(131,244	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	472,202		96,005
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF OPERATIONS
	Year Ended June 30, 2018		Year Ended June 30, 2017 (as restated)
TOTAL REVENUES
COSTS AND EXPENSES
Research and Development:
License Fees Due to Related Party	100,000		110,000
Contract Research Fees	1,569,584		12,600
Consulting Costs	150		2,000
Total Research and Development	1,669,734		124,600
General and Administrative:
General and Administrative, Paid By Related Party	68,600		72,000
Stock Payments to Related Party			650
General and Administrative	67,097		3,632
Total General and Administrative	135,697		76,282
Rent, Paid By Related Party	36,792		38,502
Consulting:
Consulting Costs, Paid by Related Party	79,799
Consulting Costs	249,569		17,952
Total Consulting	329,368		17,952
Total Costs and Expenses	2,171,592		257,336
OPERATING LOSS	(2,171,592	)	(257,336	)
OTHER INCOME AND EXPENSES
Interest Income, Related Party			148
Interest Expense, Related Party	(9,913	)	(2,079	)
Interest Expense			(818	)
Total Other Income ( Expenses)	(9,913	)	(2,749	)
NET INCOME (LOSS) Before taxes	(2,181,505	)	(260,085	)
Income Taxes	—		—
NET INCOME (LOSS)	(2,181,505	)	(260,085	)
BASIC AND FULLY DILUTED EARNINGS (LOSS) PER SHARE	(0.510	)	(0.261	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	4,281,267		996,297
The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF SHAREHOLDERS EQUITY
For the period from July 1, 2016 to June 30, 2018
	Common				Series M Preferred											Series AA
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Common Stock Subscribed For but Unissued			Contributed Capital		Shares		Amount		Retained Earnings			Total
Balance June 30, 2016		1		0						0					118,185						(321,711	)		(203,526	)
Additions to Contributed Capital															110,502									110,502
Shares issued to Parent , March 1 , 2017		3,000,000		300						100,815														101,115
Shares issued for cash April 10, 2017		8,000		1						19,999														20,000
Shares issued for services June 15 2017						7,500,000		750																750
Common Shares Subscribed but Unissued June 22, 2017												100,000												100,000
Net Loss																					(260,085	)		(260,085	)
Balance June 30, 2017		3,008,001		301		7,500,000		750		120,814		100,000			228,687		0		0		(581,796	)		(131,244	)
Additions to Contributed Capital															185,191									185,191
Common Shares Issued for Cash July 10, 2017		100,000		10						99,990		(100,000	)											0
Common Shares issued for Services July 10, 2017		500,000		50																				50
Preferred Shares issued for Services July 10, 2017						100,000		10																10
Preferred Shares issued for Services August 21, 2017						1,400,000		140																140
Preferred Shares issued for Services September 15,2017																	200		0					0
Common Shares issued for Cash October 30, 2017		900,000		90						899,910														900,000
Common Shares issued for Cash February 5, 2018		100,000		10						199,990														200,000
Common Shares issued for Cash February 27, 2018		150,000		15						299,985														300,000
Common Shares Subscribed but Unissued June 16, 2018												100,000												100,000
Net Loss																					(2,181,505	)		(2,181,505	)
Balance June 30, 2018		4,758,001		475		9,000,000		900		1,620,689		100,000			413,878		200		0		(2,763,302	)		(627,358	)

The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
STATEMENT OF CASH FLOWS
BALANCE SHEETS
	Year Ended June 30, 2018			Year Ended June 30, 2017 (as restated)
	As of			As of
CASH FLOWS FROM OPERATING ACTIVITIES
	June 30, 2019			June 30, 2018
Net Income (Loss)		(2,181,505	)		(260,085	)
ASSETS
Adjustments to reconcile net Income (loss) to net cash:
CURRENT ASSETS
Stock Issued for Expenses		162			750
Cash	$	28,124		$	370,313
Changes in Operating Assets and Liabilities
Prepaid Expenses, Related Parties		—			66,239
Increase (Decrease) in Accounts Payable		1,087,969
Prepaid Expenses		83,895			650
Increase (Decrease) in Accrued Expenses		(96,565	)		5,749
Due From Related Party		—			35,000
(Increase) Decrease in Due from Related Party		(35,000	)
Due from Former Employee		0			—
(Increase) Decrease in Prepaid Expenses		(66,854	)
Due from Employee		1,942			—
Net Cash provided by (used) in Operating Activities		(1,291,792	)		(253,586	)
Note Receivable Related Party		56,900			—
CASH FLOWS FROM FINANCING ACTIVITIES
Accrued Interest Receivable		14,208			—
Common Stock Issued for Cash		1,500,000			120,000
Total Current Assets		185,070			472,202
Increase (Decrease) in Contributed Capital		185,189			110,502
OTHER ASSETS
Increase (Decrease) in Notes Payable		(119,089	)		119,089
Convertible Note Receivable, Related Party		10,000			—
Net Cash provided by (used) in Financing Activities		1,566,100			349,591
Investment Securities, Related Party		2,472,321			—
Net Increase (Decrease) in Cash		274,308			96,005
TOTAL OTHER ASSETS		2,482,321			—
Cash at Beginning of Period		96,005			—
Total Assets	$	2,667,391		$	472,202
Cash at End of Period		370,313			96,005
LIABILITIES
Supplemental Disclosure of Noncash investing and financing activities:
Current Liabilities:
Common Shares issued for Debt					101,115
Accounts Payable	$	1,258,278		$	1,087,969
Cash Paid for Interest		12,642
Notes Payable		500,000			—
Accrued Expenses, Related Parties		43,761			—
Accrued Expenses		97,290			11,593
Total Current Liabilities		1,899,329			1,099,562
Total Liabilities	$	1,899,329		$	1,099,562
STOCKHOLDERS' DEFICIT
Common Stock, Authorized 100,000,000, $0.0001 Par Value 6,583,001 shares and 4,758,001 shares issued and outstanding as of June 30, 2019 and June 30, 2018 respectively		658			475
Preferred Stock, $0.0001 par value Authorized 50,000,000 as of June 30, 2019 and June 30, 2018
Series M Preferred Stock, $0.0001 par, Authorized 45,000,000 and 10,000,000 as of June 30 2019 and June 30,2018 39,210,000 shares outstanding as of June 30, 2019 and 9,000,000 shares outstanding at June 30, 2018		3,921			900
Common Stock subscribed for but unissued , 0 and 100,000 shares as of June 30, 2019 and June 30, 2018 respectively		—			100,000
Series AA Preferred Stock, $0.0001 par, Authorized 1,000,000 2200 and 200 shares outstanding as of June 30, 2019 and June 30, 2018 , respectively		—			—
Additional Paid In Capital		2,804,391			1,620,689
Contributed Capital, Related Party		413,878			413,878
Accumulated Deficit		(2,454,786	)		(2,763,302	)
Total Stockholders' Deficit		768,062			(627,359	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,667,391		$	472,202.25
The Accompanying Notes are an Integral Part of These Financial Statements

ZANDER THERAPEUTICS, INC.

Zander Therapeutics, Inc
STATEMENTS OF OPERATIONS
	Year Ended			Year Ended
	June 30, 2019			June 30, 2018
TOTAL REVENUES	$	—		$	—
COSTS AND EXPENSES
Research and Development:
License Fees Due to Related Party		110,000			100,000
License Fees		11,805.37			—
Contract Research Fees		416,636			1,569,584
Consulting Costs		35,962.16			150
Total Research and Development		574,404			1,669,734
General and Administrative:
General and Administrative, Paid By Related Party		—			68,600
General and Administrative		780,879			67,097
Total General and Administrative		780,879			135,697
Rent, Paid By Related Party		—			36792
Rent		72,000			—
Consulting:
Consulting Costs, Paid by Related Party		—			79,799
Consulting Costs		366,577			249,569
Total Consulting		366,577			329,368
Total Costs and Expenses		1,793,860			2,171,592

OPERATING LOSS		(1,793,860	)		(2,171,592	)
OTHER INCOME AND EXPENSES
Interest Expense, Related Party		—			(9,913	)
Interest Expense		(4,315	)		—
Interest Income , Related Party		14,208			—
Change in Fair Value of Investment Securities, Related Party		2,097,321			—
Bad Debt Expense		(4,839	)		—
Total Other Income ( Expenses)		2,102,376			(9,913	)
NET INCOME ( LOSS) before taxes		308,516			(2,181,505	)
Income Taxes		—			—
NET INCOME (LOSS)	$	308,516		$	(2,181,505	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	43,192		$	(2,181,505	)
BASIC AND FULLY DILUTED INCOME (LOSS) PER SHARE	$	0.007		$	(0.510	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		6,000,034			4,281,267

The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc

	Common				Series M Preferred										Series AA Preferred
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Common Stock Subscribed for but Unissued		Contributed Capital		Shares		Amount		Accumulated Deficit			Total
Balance June 30, 2017		3,008,001	$	301		7,500,000	$	750	$	120,814	$	100,000	$	228,687		—	$	—	$	(581,796	)	$	(131,244	)
Additions to Contributed Capital														185,191									185,191
Common Shares Issued for Cash July 10, 2017		100,000		10						99,990		-100,000											0
Common Shares issued for Services July 10, 2017		500,000		50																			50
Preferred Shares issued for Services July 10, 2017						100,000		10															10
Preferred Shares issued for Services August 21, 2017						1,400,000		140															140
Preferred Shares issued for Services September 15,2017																200		—					0
Common Shares issued for Cash October 30, 2017		900,000		90						899,910													900,000
Common Shares issued for Cash February 5, 2018		100,000		10						199,990													200,000
Common Shares issued for Cash February 27, 2018		150,000		15						299,985													300,000
Common Shares Subscribed but Unissued June 16, 2018												100,000											100,000
Net Loss																				(2,181,505	)		(2,181,505	)
Balance June 30, 2018		4,758,001	$	475		9,000,000	$	900	$	1,620,689	$	100,000	$	413,878		200	$	—	$	(2,763,302	)	$	(627,358	)
Shares issued for Cash July 12, 2018		50,000		5		—		—		99,995		—		—		—		—		—			100,000
Shares issued for Cash August 21, 2018		550,000		55		—		—		599,945		-100,000		—		—		—		—			500,000
Shares issued for Cash September 6, 2018		150,000		15		—		—		199,985		—		—		—		—		—			200,000
Shares issued for Services September 6, 2018		250,000		26		—		—		6,479		—		—		—		—		—			6,505
Shares issued for Services September 13, 2018		275,000		28		—		—		7,567		—		—		—		—		—			7,594
Shares issued for Services January 29, 2019		—				30,000,000		3,000		261,627		—		—		—		—		—			264,627
Shares issued For Interest February 19, 2019		500,000		50		—		—		5,228		—		—		—		—		—			5,278
Shares issued for Services April 15, 2019		50,000		5						525													530
Shares issued for Services May 1, 2019						210,000		21		2,301													2,322
Shares issued for Services May 6, 2019										22						2,000							22
Net Income																				308,516			308,516
Balance June 30, 2019		6,583,001	$	658		39,210,000	$	3,921	$	2,804,391	$	—	$	413,878		2,200	$	—		(2,454,786	)	$	768,062

The Accompanying Notes are an Integral Part of these Financial Statements

Zander Therapeutics, Inc
STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended
	June 30, 2019			June 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	308,516		$	(2,181,505	)
Adjustments to reconcile Net Loss to net cash
Stock Issued for Expenses		198,808			162
Increase in Contributed Capital		—			185,189
Change in Fair Value of Investment Securities		(2,097,321	)		—

Changes in Operating Assets and Liabilities
Increase in Accounts Payable		170,309			1,087,969
Increase (Decrease) in Accrued Expenses		129,461			(96,565	)
Decrease in Due from Related Party		35,000			(35,000	)
(Increase) Decrease in Prepaid Expenses		71,090			(66,854	)
(Increase) in Due from Employee		(1,942	)		—
(Increase) in Accrued Interest Receivable		(14,208	)		—
Net Cash Used in Operating Activities		(1,200,289	)		(1,106,604	)

CASH FLOW FROM INVESTING ACTIVITIES
Issuance of Convertible Note Receivable		(350,000	)		—
Cash Paid for Investment Securities		(35,000	)		—
Issuance of Notes Receivable		(56,900	)		—
Net Cash Used by Investing Activities		(441,900	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash		800,000			1,500,000
Cash Proceeds from ( Reduction In) Notes Payable		500,000			(119,089	)
Net Cash provided by Financing Activities		1,300,000			1,380,911

Net Increase (Decrease) in Cash		(342,189	)		274,308

Cash at Beginning of Period		370,313			96,005
Cash at End of Period	$	28,124		$	370,313

Supplemental Cash Flow Information:
Interest Paid	$	—		$	12,642
Income Taxes Paid	$	—		$	—
Supplemental Disclosure of Noncash Investing and Financing Activity
Securities received in satisfaction of Convertible Note Receivable	$	340,000		$	—
Common Shares issued, previously subscribed and paid for	$	100,000		$	—

The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc.

Notes to Financial Statements

As of June 30, ~~2018~~2019

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Zander Therapeutics , Inc. (“Company”) was organized June 18, 2015 under the laws of the State of Nevada. ~~As of June 30, 2018 36% of the outstanding share capital of the Company is owned by Entest Group, Inc. Entest Group, Inc. is under common control with the Company.~~

The Company intends to engage primarily in the development of veterinary medical applications which we intend to license from other entities as well as develop internally.

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 a June ~~30year~~30 year-end.

B. 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.

C. CASH EQUIVALENTS

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

D. ~~PROPERTY~~FAIR ~~AND~~VALUE ~~EQUIPMENT~~OF FINANCIAL INSTRUMENTS

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

E. 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.

25E. INCOME TAXES

F. 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 June 30, 2018 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.28

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 June 30, 2019 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.

GF. 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. There were no Common Stock Equivalents as of June 30, 2019.

HG. ~~ADVERTISING~~RESEARCH AND DEVELOPMENT COSTS

~~Costs~~Research ~~associated~~and ~~with~~development ~~advertising~~expenses relate primarily to the cost of discovery and research programs. Research and development costs are charged to expense as incurred. ~~Advertising~~Research ~~expenses~~and ~~were~~development $0expenses ~~for~~consist ~~the~~mainly ~~years~~of ~~ended~~License ~~June~~Fees ~~30,~~paid ~~2018~~ and ~~June~~fees ~~30,~~paid ~~2017~~to consultants.

ILicense Fees paid are accrued over the course of the reporting period. The Companies make payments to consultants based on agreed-upon ~~RESEARCH~~terms ~~AND~~and ~~DEVELOPMENT~~the ~~COSTS~~Company generally accrues expenses based on services performed or over the term of the agreement, as applicable.

~~Research and development expenses relate primarily to the cost of discovery and research programs~~H. ~~Research and development costs are charged~~ toSTOCK ~~expense~~BASED as incurred. Research and development expenses consist mainly of License Fees paid to Regen Biopharma, Inc, fees paid to Contract Research Organizations (“CRO”) conducting studies on the Company’s behalf, and fees paid to consultants conducting research studies.COMPENSATION

License Fees paid to Regen Biopharma, Inc. are accrued over the course of the reporting period. The Companies make payments to CROs based on agreed-upon terms and the Company generally accrues expenses based on services performed or over the term of the agreement, as applicable.

J. STOCK BASED COMPENSATION

Stock issued for Non-Employee Services

Stock Based compensation to non-employees is accounted for in accordance with ASC 505-50. ASC 505-50 requires entities to account for non-employee equity transactions based on either the fair value of the services received or the fair value of the equity instrument issued utilizing whichever measurement is most reliable. Stock issued for compensation to non employees during the quarter ended September 30, 2017 were accounted for at the fair value of the equity instruments issued as there were no dollar amounts billed to the Company for services rendered by the non employees .

In determining the Fair Value of shares issued as compensation, the Company took into account factors including the financial condition of the Company at the time of grant , the Company’s lack of profitability, the frequency and amount of cash sales of the Company’s stock, and the Company’s negative working capital as of the time of grant.

Pursuant to ASC 505-50-30-11 an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:

The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and

ii.

The date at which the counterparty’s performance is complete.

The Company has assessed that the date of issuance of the stock grant constituted commitment for performance therefore stock grants to nonemployees issued during the period were measured as of the issue date.

The following Summarizes the Company’s issuance of stock for nonemployee services for the ~~quarter~~year ended ~~September~~June 30, ~~2017~~2019:

Series M Preferred Shares
Common Shares
		Number of Shares		Weighted Average Fair Value	~~Weighted Average Fair Value~~
Balance July 1, 2016
	Balance July 1, 2018	500,000		$	50
~~Unvested Shares~~	Unvested Shares	0	0	$	—
~~Vested Shares~~	Vested Shares	500,000	~~6,000,000~~	$	50	~~600~~
Total July 1, 2017			6,000,000			600
	Vested Shares issued during the Year Ended June 30, 2019	575,000		$	14,670
Shares Issued Vested			1,500,000			150
	Balance June 30, 2019	1,075,000		$	7,870
Balance June 30, 2018			7,500,000			750

Common Shares
Series M Preferred Shares
	Number of Shares	~~Number of Shares~~	Weighted Average Fair Value		~~Weighted Average Fair Value~~
Balance July 1, 2016
Balance July 1, 2018	7,500,000		$	750
Unvested Shares	0	0	$	—
Vested Shares	7,500,000	0	$	750
Total July 1, 2017		0
Vested Shares issued during the Year Ended June 30, 2019	10,210,000		$	91,567
Shares Issued Vested		500,000			50
Balance June 30, 2019	17,710,000		$	53,107
Balance June 30, 2018		500,000			50

In determining Fair Value for shares issued to nonemployees an asset based valuation method was utilized , specifically Enterprise Value(Assets Less Cash and Cash Equivalents plus Fair Value of Debt) less Fair Value of Debt. The following inputs were utilized.

27250,000 of the Common Shares of the Company September 6, 2018:

500,000 of the Common Shares of the Company and 100,000 of the Series M Preferred Shares of the Company issued on July 10, 2017:

Fair Value of Intellectual Property as of September 6, 2018	$	5,447
Due from Related Party as of September 6, 2018	$	300,000
Investment Securities as of September 6, 2018	$	31,850
Prepaid Expenses as of September 6, 2018	$	46,697
Accrued Expenses as of September 6, 2018	$	11,593
Accounts Payable as of September 6, 2018		1,082,563
Enterprise Value as of September 6, 2018 (subtotal)	$	1,478,150
Less Total Debt:	$	(1,094,156	)
Portion of Enterprise Value attributable to Shareholders:	$	383,994
Per Shares Portion of Enterprise Value attributable to Shareholders	$	0.0262

Fair Value of Intellectual Property as of July 10, 2017	$	1,145
Notes Payable as of July 10, 2017	$	119,089
Accrued Expenses as of July 10, 2017	$	106,499
Enterprise Value as of July 10, 2017 (subtotal)	$	226,733
Less Total Debt:	$	(225,588	)
Portion of Enterprise Value attributable to Shareholders	$	1,145
Per Shares Portion of Enterprise Value attributable to Shareholders	$	0.000102

1275,~~400,~~000 of the ~~Series~~Common ~~M Preferred~~ Shares of the Company ~~issued~~September ~~August 21~~13, ~~2017~~2018:

Fair Value of Intellectual Property as of August 21, 2017	$	1,145
Fair Value of Intellectual Property as of September 13, 2018	$	5,447
Notes Payable as of August 21, 2017	$	221,941
Due from Related Party as of September 13, 2018	$	300,000
Accrued Expenses as of August 21, 2017	$	5,349
Investment Securities as of September 13, 2018	$	63,000
Enterprise Value as of August 21, 2017(subtotal)	$	228,435
Prepaid Expenses as of September 13, 2018	$	46,697
Less Total Debt	$	(227,290	)
Accrued Expenses as of September 13, 2018	$	11,593
Portion of Enterprise Value attributable to Shareholders	$	1,145
Accounts Payable as of September 13, 2018		1,083,402
Per Share Portion of Enterprise Value attributable to Shareholders	$	0.00009
Enterprise Value as of September 13, 2018 (subtotal)	$	1,510,139
Less Total Debt:	$	(1,094,995	)
Portion of Enterprise Value attributable to Shareholders:	$	415,143
Per Shares Portion of Enterprise Value attributable to Shareholders	$	0.0276

10,000,000 of the Series M Preferred Shares of the Company issued on January 29, 2019:

Fair Value of Intellectual Property as of January 29, 2019	5,447
Investment Securities as of January 29, 2019	14,000
Note Receivable	8,500
Interest Receivable	5,744
Convertible Note Receivable	350,000
Prepaid Expenses , Related Party	2,552
Prepaid Unrelated	6,153
Due from Former Employee	4,838
Accounts Payable	1,370,556
Accrued Expenses	68,050
Enterprise Value as of January 29,2019	1,835,840
Less Total Debt	(1,438,606	)
Portion of Enterprise Value attributable to shareholders	397,234
Fair Value per share	0.0088209

50,000 of the common shares of the Company issued on April 15,2019

Fair Value of Intellectual Property as of April 15, 2019	1,500
Investment Securities as of April 15, 2019	12,250
Note Receivable	13,500
Due from Former Employee	4,838
Due From Employee	254
Prepaid Expenses	90,746
Convertible Note Receivable	350,000
Accrued Interest Receivable	9,520
Accrued Expenses Related Party	20,656
Accrued Expenses	42,606
Accounts Payable	1,270,906
Notes Payable	500,000
Enterprise Value April 15, 2019	2,316,776
Less Total Debt	(1,834,168	)
Portion of Enterprise Value attributable to shareholders	482,608
Fair Value per share	0.010599

210,000 of the Series M Preferred Shares of the Company issued on May 1, 2019

Fair Value of Intellectual Property as of May 1, 2019	1,500
Investment Securities as of May 1, 2019	14,350
Note Receivable	33,500
Due from Former Employee	4,838
Due From Employee	254
Prepaid Expenses	89,434
Convertible Note Receivable	350,000
Accrued Interest Receivable	10,329
Accrued Expenses Related Party	25,277
Accrued Expenses	43,542
Accounts Payable	1,271,390
Notes Payable	500,000
Enterprise Value May 1, 2019	2,344,414
Less Total Debt	(1,840,209	)
Portion of Enterprise Value attributable to shareholders	504,205
Fair Value per share	0.0110612

Stock issued for Employee Compensation

Stock based compensation to employees is accounted for at the award’s fair value at grant, less the amount (if any) paid by the award recipient.

Series AA Preferred Shares
	Number of Shares	Weighted Average Fair Value
Balance July 1, 2016
Unvested Shares	0
Vested Shares	0
Total July 1, 2017	0
Vested Shares Issued	200	3.6
Balance 6/30/2018	200	3.6

The following Summarizes the Company’s issuance of stock for employee compensation for the year ended June 30, 2019

In determining Fair Value for shares issued to employees an asset based valuation method was utilized. The following inputs were utilized; specifically Enterprise Value (Assets Less Cash and Cash Equivalents plus Fair Value of Debt). The following inputs were utilized:

Series M Preferred Shares
	Number of Shares		Weighted Average Fair Value
Balance July 1, 2018		1,500,000	$	150
Unvested Shares		0	$	—
Vested Shares		1,500,000	$	150
Vested Shares issued during the Year Ended June 30, 2019		2,000,0000	$	176,418
Balance June 30, 2019		2,150,0000	$	164,120

200 Shares of the Company’s Series AA Preferred Stock issued September 15, 2017

Series AA Preferred Shares
	Number of Shares		Weighted Average Fair Value
Balance July 1, 2018		200	$	—
Unvested Shares		0	$	—
Vested Shares		200	$	—
Vested Shares issued during the Year Ended June 30, 2019		2000	$	22
Balance June 30, 2019		2200	$	20

Fair Value of Intellectual Property as of September 15, 2017	$	1,145
Notes Payable as of September 15, 2017	$	216,941
Accrued Expenses as of September 15, 2017	$	6,848
Enterprise Value	$	224,934
Per Share Portion of Enterprise Value attributable to Shareholders	$	0.018

In determining Fair Value for shares issued to employees an asset based valuation method was utilized , specifically Enterprise Value(Assets Less Cash and Cash Equivalents plus Fair Value of Debt) less Fair Value of Debt. The following inputs were utilized.

2820,000,000 of the Series M Preferred Shares of the Company issued on January 29, 2019:

K. CONCENTRATION OF CREDIT RISK

Fair Value of Intellectual Property as of January 29, 2019	5,447
Investment Securities as of January 29, 2019	14,000
Note Receivable	8,500
Interest Receivable	5,744
Convertible Note Receivable	350,000
Prepaid Expenses , Related Party	2,552
Prepaid Unrelated	6,153
Due from Former Employee	4,838
Accounts Payable	1,370,556
Accrued Expenses	68,050
Enterprise Value as of January 29,2019	1,835,840
Less Total Debt	(1,438,606	)
Portion of Enterprise Value attributable to shareholders	397,234
Fair Value per share	0.0088209

As of June 30, 2018 the Company held $370,313 in one depository institution. The standard deposit insurance coverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. Any and all amounts above the insured limit is at risk of loss.32

2,000 of the Series AA preferred stock of the Company issued on May 6, 2019

Fair Value of Intellectual Property as of May 6, 2019	1,500
Investment Securities as of May 6 2019	10,850
Note Receivable	38,500
Due from Former Employee	4,838
Due From Employee	254
Prepaid Expenses	90,877
Convertible Note Receivable	350,000
Accrued Interest Receivable	8,940
Accrued Expenses Related Party	30,332
Accrued Expenses	45,026
Accounts Payable	1,270,835
Notes Payable	500,000
Enterprise Value May 6, 2019	2,351,952
Less Total Debt	(1,846,193	)
Portion of Enterprise Value attributable to shareholders	505,759
Fair Value per share	0.0110444

I. INVESTMENT SECURITIES

The Company measures equity investments (except those accounted for under the equity method and those that result in consolidation of the investee) at fair value and recognizes any changes in fair value in net income.

NOTE 2 . RECENT ACCOUNTING PRONOUNCEMENTS

~~June~~In ~~2014~~January 2016, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued Accounting Standards Update No. ~~2014~~2016-1001, ~~which~~Financial ~~eliminated~~Instruments ~~certain~~- ~~financial reporting~~Overall ~~requirements of companies previously identified as "Development Stage Entities"~~ (~~Topic~~Subtopic ~~915~~825-10).: ~~The amendments~~Recognition inand ~~this~~Measurement ~~ASU~~of ~~simplify~~Financial ~~accounting~~Assets ~~guidance~~and byFinancial ~~removing all incremental financial reporting requirements for development stage entities~~Liabilities. ~~The~~ ~~amendments~~ASU ~~also~~2016-01 ~~reduce~~requires ~~data~~that ~~maintenance~~equity ~~and,~~investments ~~for~~(except those ~~entities subject to audit, audit costs by eliminating the requirement~~accounted for ~~development~~under ~~stage entities to present inception-to-date information in~~ the ~~statements~~equity method of ~~income,~~accounting ~~cash~~or ~~flows,~~those ~~and~~that ~~shareholder equity.~~result ~~Early~~in ~~application~~consolidation of ~~each of~~ the ~~amendments~~investee) isare ~~permitted~~to ~~for~~be ~~any~~measured ~~annual~~at ~~reporting~~fair ~~period~~value with orchanges ~~interim~~in ~~period~~fair ~~for~~value ~~which~~recognized ~~the entity's~~in ~~financial~~net ~~statements~~income. ~~have~~The ~~not~~Company ~~yet~~has ~~been~~adopted ~~issued~~ASU ~~(public~~2016-01 ~~business~~effective ~~entities)~~the orfiscal ~~made~~year ~~available~~ending ~~for issuance (other entities)~~2019. ~~Upon~~This ~~adoption,~~guidance ~~entities~~is ~~will~~not noexpected ~~longer~~to ~~present~~have ora ~~disclose~~material ~~any~~impact ~~information~~on ~~required~~the ~~by Topic 915. The~~ Company’s ~~has~~financial ~~adopted this standard~~statements.

The ~~following~~Company ~~accounting~~has ~~standards~~adopted ~~updates~~Accounting ~~were~~Standards ~~recently~~Update ~~issued~~2014-09, ~~and~~Revenue ~~have~~from ~~not~~Contracts ~~yet~~with ~~been~~Customers ~~adopted~~(Topic ~~by the Company~~606). ~~These~~The ~~standards~~guidance ~~are~~in this ~~currently~~Update ~~under~~supersedes ~~review~~the torevenue ~~determine~~recognition ~~their~~requirements ~~impact~~in onTopic ~~the~~605, ~~Company’s~~Revenue ~~consolidated financial position~~Recognition, ~~results~~and ofmost ~~operations,~~industry-specific guidance orthroughout ~~cash~~the ~~flows~~Industry Topics of the Codification.

InThe ~~May~~core ~~2014,~~principle ~~FASB~~of ~~issued~~the ~~Accounting~~guidance ~~Standards~~is ~~Update~~that ~~(ASU)~~an ~~No.~~entity ~~2014-09,~~should ~~Revenue~~recognize ~~from~~revenue ~~Contracts~~to ~~with~~depict ~~Customers.~~the ~~The~~transfer ~~revenue~~of ~~recognition~~promised goods or services ~~standard~~to ~~affects~~customers ~~all~~in ~~entities~~an amount that ~~have~~reflects ~~contracts~~the ~~with~~consideration ~~customers,~~to ~~except~~which the entity expects to be entitled in exchange for ~~certain~~those ~~items~~goods or services. ~~The~~To ~~new~~achieve ~~revenue~~that ~~recognition~~core ~~standard eliminates~~principle, ~~the~~an ~~transaction-and~~entity ~~industry-specific~~should ~~revenue~~apply ~~recognition~~the ~~guidance~~following ~~under~~steps: ~~current~~Step ~~GAAP~~1: ~~and~~Identify ~~replaces~~the itcontract(s) with a ~~principle-based approach~~customer. ~~for~~Step ~~determining~~2: ~~revenue~~Identify ~~recognition.~~the ~~Public~~performance ~~entities~~obligations ~~are~~in ~~required~~the tocontract. ~~adopt~~Step 3: Determine the ~~revenue~~transaction ~~recognition~~price. ~~standard~~Step ~~for~~4: ~~reporting~~Allocate ~~periods~~the ~~beginning~~transaction ~~after~~price ~~December~~to ~~15,~~the ~~2016,~~performance ~~and~~obligations ~~interim~~in ~~and~~the ~~annual~~contract. ~~reporting~~Step ~~periods~~5: ~~thereafter.~~Recognize ~~Early~~revenue ~~adoption~~when is(or ~~not~~as) ~~permitted~~the entity satisfies ~~for~~a ~~public~~performance ~~entities~~obligation. The Company has ~~reviewed~~adopted the ~~applicable~~provisions ~~ASU~~of ~~and~~this ~~has~~ASU ~~not,~~effective at the ~~current~~fiscal ~~time,~~year ~~quantified~~ended ~~the~~2018.This ~~effects of this~~guidance ~~pronouncement,~~did ~~however~~not ithave ~~believes~~a ~~that there will be no~~ material ~~effect~~impact on the ~~consolidated~~Company’s ~~financial~~Financial ~~statements~~Statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.33

InOn ~~August~~February ~~2014~~2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~No. 2014~~ 2016-1502, ~~Preparation~~Leases ~~of Financial Statements – Going Concern~~ (~~Subtopic~~Topic ~~205-40~~842),. ~~Disclosure~~The ofASU ~~Uncertainties~~requires ~~about~~organizations anthat ~~Entity's~~lease ~~Ability~~assets, referred to ~~Continue~~ as a"lessees," ~~Going~~to ~~Concern. Under generally accepted~~recognize ~~accounting~~on ~~principles~~the ~~(GAAP),~~consolidated ~~continuation~~statement of afinancial ~~reporting~~position ~~entity as a going concern is presumed as~~ the ~~basis~~rights ~~for preparing financial statements unless~~ and ~~until~~obligations ~~the~~created ~~entity's~~by ~~liquidation~~those ~~becomes imminent~~leases. ~~Preparation~~The ofASU ~~financial~~also ~~statements under this presumption~~requires isdisclosures ~~commonly referred~~ to ashelp ~~the~~investors ~~going concern basis of accounting. If~~ and ~~when~~other ~~an entity's liquidation becomes imminent,~~ financial ~~statements~~ ~~should~~statement beusers ~~prepared~~better ~~under~~understand the ~~liquidation~~amount, ~~basis of accounting in accordance with Subtopic 205-30~~timing, ~~Presentation~~and uncertainty of ~~Financial~~cash ~~Statements—Liquidation~~flows ~~Basis~~arising offrom ~~Accounting~~leases. ~~Even~~These ~~when~~disclosures aninclude ~~entity's~~qualitative ~~liquidation~~and isquantitative ~~not imminent~~requirements, ~~there~~providing ~~may~~additional ~~be conditions or~~information ~~events that raise substantial doubt~~ about the ~~entity's~~amounts ~~ability~~recorded toin ~~continue~~the asconsolidated afinancial ~~going concern~~statements. InThe ~~those~~ASU ~~situations,~~on ~~financial statements~~leases ~~should~~became ~~continue~~effective tofor bepublic ~~prepared~~companies ~~under~~for fiscal ~~the going concern basis of accounting~~years, ~~but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions~~ and ~~events.~~interim ~~The~~periods ~~amendments~~within inthose ~~this~~fiscal ~~Update are~~years, ~~effective~~beginning ~~for the annual period ending~~ after December 15, ~~2016, and for annual periods and interim periods thereafter~~2018. ~~Early application is permitted.~~ The Company ~~will~~has ~~evaluate~~not adopted the provisions ~~going~~of ~~concern considerations in~~ this ASU,. ~~however,~~This atguidance ~~the~~is ~~current~~not ~~period, management~~expected ~~does~~to ~~not~~have ~~believe~~a ~~that~~material itimpact ~~has~~on ~~met~~ the ~~conditions~~Company’s ~~which would subject these~~ financial statements ~~for additional disclosure~~.

29In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. We adopted the provisions of this ASU in the first quarter of 2019. This guidance is not expected to have a material impact on the Company’s financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $ 2,~~763~~454,~~302~~786 during the period from June 18, 2015 (inception) through June 30, ~~2018~~2019. 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 by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. During the year ended June 30, ~~2018~~2019 the Company raised $1800,~~500,~~000 through the sale of equity securities for cash.

NOTE 4. ~~INCOME~~RELATED ~~TAXES~~PARTY TRANSACTIONS.

AsOn of June 3023, ~~2018~~2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with the Company whereby Regen granted to The Company an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen years.

Deferred tax assets:
Net operating tax carry forwards	$	580,293
Other		-0-
Gross deferred tax assets		580,293
Valuation allowance		(580,293	)
Net deferred tax assets	$	-0-

As of June 30, 2018 the Company has a Deferred Tax Asset of $580,293 completely attributable to net operating loss carry forwards of approximately $2,763,302 (which expire 20 years from the date the loss was incurred).

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. The achievement of required future taxable income is uncertain.

In addition, if as a result of a stock transfer or a reorganization, a corporation undergoes an “ownership change,” Code Section 382 limits the corporation’s right to use its NOLs each year thereafter to an annual percentage of the fair market value of the corporation at the time of the ownership change (the “Section 382 Limitation”).

A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.

As the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to 0.

Income tax is calculated at the 21% Federal Corporate Rate.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941provided to the Company by Entest Group, Inc. on a month to month basis free of charge. The Chief Executive Officer of Entest Group Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company.

As of June 30, 2018 the Company has received capital contributions from Entest Group, Inc. totaling $413,878

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

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

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

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

The Agreement may be terminated by Regen:

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

On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

Zander , the Assignee and Regen are under common control. David Koos serves as Chairman & CEO of all of Regen BioPharma, Inc., the Assignee and Zander Therapeutics Inc. Todd S. Caven serves as CFO of all of Regen BioPharma, Inc. , the Assignee and Zander Therapeutics Inc. Koos and Caven also serve as Directors of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary applications.

On September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000 (“Note”) to Zander Therapeutics, Inc. (“Zander”). A one time interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Maturity Date is twenty four months after September 30, 2018 and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. On June 27, 2019 Zander converted $340,000 of the principal amount of the Note into 194,285,714 shares of the Series A Preferred stock of Regen ( See Note 6)

On November 16, 2018 Zander entered into a sublease agreement with BST Partners (“BST”) whereby Zander would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $6,000 per month beginning November 5, 2018.

BST is controlled by David Koos, Zander’s Chairman and Chief Executive Officer.

On January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.

On January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.

On January 17, 2019 Zander loaned $1,500 to Regen. The loan bears simple interest at 10% and is due and payable January 17, 2020.

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