U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 333-220790

ZANDER THERAPEUTICS, INC.

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

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

	4700 Spring Street, St 304, La Mesa, California 91942
	(Address of Principal Executive Offices)

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


	(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☐ Non-accelerated filer	☒ Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of September 30, 2019 there were 6,583,001 shares of common stock issued and outstanding.

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

Yes ☐ No ☒

Transitional Small Business Disclosure Format (Check One)

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Zander Therapeutics, Inc

Condensed Balance Sheets

	As of September 30, 2019 (Unaudited)			As of June 30, 2019
ASSETS
CURRENT ASSETS
Cash	$	4,524		$	28,124
Prepaid Expenses, Related Parties		0			—
Prepaid Expenses		74,298			83,895
Due From Related Party		0			—
Due from Former Employee		0			0
Due from Employee		1,071			1,942
Note Receivable Related Party		64,400			56,900
Accrued Interest Receivable		20,274			14,208
Total Current Assets		164,567			185,070
OTHER ASSETS
Convertible Note Receivable, Related Party		10,000			10,000
Investment Securities, Related Party		593,357			2,472,321
TOTAL OTHER ASSETS		603,357			2,482,321
Total Assets	$	767,925		$	2,667,391

LIABILITIES
Current Liabilities:
Accounts Payable		1,269,041		$	1,258,278
Notes Payable		500,000			500,000
Notes Payable, Related Parties		25,500
Accrued Expenses, Related Parties		89,529			43,761
Accrued Expenses		203,037			97,290
Total Current Liabilities		2,087,107			1,899,329
Total Liabilities		2,087,107		$	1,899,329

STOCKHOLDERS' DEFICIT
Common Stock, Authorized 100,000,000, $0.0001 Par Value 6,583,001 shares issued and outstanding as of September 30, 2019 and June 30, 20198 respectively		658			658
Preferred Stock, $0.0001 par value Authorized 50,000,000 as of September 30, 2019 and June 30, 2019
Series M Preferred Stock, $0.0001 par, Authorized 45,000,000 as of September 30 2019 and June 30,2019; 39,210,000 shares outstanding as of September 30, 2019 and June 30, 2019		3,921			3,921
Series AA Preferred Stock, $0.0001 par, Authorized 1,000,000; 2,200 shares outstanding as of September 30, 2019 and June 30, 2019					—
Additional Paid In Capital		2,804,391			2,804,391
Contributed Capital, Related Party		413,878			413,878
Accumulated Deficit		(4,542,030	)		(2,454,786	)
Total Stockholders' Deficit		(1,319,182	)		768,062
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		767,925		$	2,667,391

The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc

Condensed Statements of Operations

(Unaudited)

	Quarter Ended
	September 30, 2019			September 30, 2018 (as restated)
TOTAL REVENUES	$	—		$	—
COSTS AND EXPENSES
Research and Development:
License Fees Due to Related Party		27,425			27,425
License Fees		5,745			0
Contract Research Fees		0			410,000
Consulting Costs		8,812			14,383
Total Research and Development		41,981			451,808
General and Administrative:
General and Administrative, Paid By Related Party
General and Administrative		106,420			180,836
Total General and Administrative		106,420			180,836
Rent, Paid By Related Party
Rent		18,000			12,000
Consulting:
Consulting Costs, Paid by Related Party
Consulting Costs		47,306			153,645
Total Consulting		47,306			153,645
Total Costs and Expenses		213,707			798,289

OPERATING LOSS		(213,707	)		(798,289	)
OTHER INCOME AND EXPENSES
Interest Expense, Related Party		(332	)
Interest Expense		(964	)
Interest Income , Related Party		6,066
Change in Fair Value of Investment Securities, Related Party		(1,878,964	)		26,250
Bad Debt Expense
Other income		657
Total Other Income ( Expenses)		(1,873,537	)		26,250
NET INCOME ( LOSS) before taxes		(2,087,245	)		(772,039	)
Income Taxes
NET INCOME (LOSS)		(2,087,245	)		(772,039	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS		(2,087,245	)		(772,039	)
BASIC AND FULLY DILUTED INCOME (LOSS) PER SHARE	$	(0.317	)	$	(0.144	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		6583001			5359375

The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
For the Period from July 1, 2018 to September 30, 2018
(unaudited)

	Common				Series M Preferred											Series AA
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Common Stock Subscribed For but Unissued			Contributed Capital		Shares		Amount		Accumulated Deficit			Total
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
Net Loss for the quarter ended 9/30/2018																					(772,039	)		(772,039	)
Balance September 30, 2018		6,033,001	$	603		9,000,000	$	900	$	2,534,688	$	—		$	413,878		200	$	—	$	(3,535,341	)	$	(585,272	)

Zander Therapeutics, Inc
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
For the Period from July 1, 2019 to September 30, 2019
(unaudited)

		Common				Series M Preferred											Series AA
		Shares		Amount		Shares		Amount		Additional Paid-in Capital		Common Stock Subscribed For but Unissued			Contributed Capital		Shares		Amount		Accumulated Deficit			Total
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
Net Loss for the quarter ended 9/30/2019																					(2,087,245	)		(2,087,245	)
Balance September 30, 2019		6,583,001	$	658		39,210,000	$	3,921		2,804,391	$	—		$	413,878		2,200	$	—	$	(4,542,030	)	$	(1,319,182	)

The Accompanying Notes are an Integral Part of these Financial Statements

Zander Therapeutics, Inc
CONDENSED STATEMENTS OF CASH FLOWS

	Quarter Ended
	September 30, 2019			September 30, 2018 (as Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(2,087,245	)		(772,039	)
Adjustments to reconcile Net Loss to net cash
Stock Issued for Expenses					7622
Increase in Contributed Capital
Change in Fair Value of Investment Securities		1,878,964			(26250	)

Changes in Operating Assets and Liabilities
Increase in Accounts Payable		10,764			255065
Increase (Decrease) in Accrued Expenses		151,514			(3158	)
Decrease in Due from Related Party					35000
(Increase) Decrease in Prepaid Expenses		9,597			27453
(Increase) in Due from Unrelated Party					(7100	)
(Increase) in Due from Employee		871
(Increase) in Accrued Interest Receivable		(6,066	)
Net Cash Used in Operating Activities		(41,600	)		(483,407	)

CASH FLOW FROM INVESTING ACTIVITIES
Issuance of Convertible Note Receivable					(350,000	)
Cash Paid for Investment Securities					(35,000	)
Issuance of Notes Receivable		(7,500	)
Net Cash Used by Investing Activities		(7,500	)		(385,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash					800,000
Cash Proceeds from (Reduction In) Notes Payable		25,500
Net Cash provided by Financing Activities		25,500			800,000

Net Increase (Decrease) in Cash		(23,600	)		(68,407	)

Cash at Beginning of Period		28,124			370,313
Cash at End of Period	$	4,524			301,906

Supplemental Cash Flow Information:

Interest Paid		0			0
Income Taxes Paid		0			0
Supplemental Disclosure of Noncash Investing and Financing Activity
Common Shares issued, previously subscribed and paid for				$	100,000

The Accompanying Notes are an Integral Part of These Financial Statements

Zander Therapeutics, Inc.

Condensed Notes to Financial Statements

As of September 30, 2019

The accompanying unaudited interim condensed financial statements of Zander Therapeutics, Inc. (“Zander” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended June 30, 2018. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The condensed balance sheet at June 30, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements

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.

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 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. 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.

E. 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, 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.

F. 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.

G. RESEARCH AND DEVELOPMENT COSTS

Research and development expenses relate primarily to the cost of discovery and research programs. Research and development costs are charged to expense as incurred. Research and development expenses consist mainly of License Fees paid and fees paid to consultants.

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

H. 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

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.

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.

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.

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

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. The Company has adopted ASU 2016-01 effective the fiscal year ending 2019. This guidance is not expected to have a material impact on the Company’s financial statements.

The Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company has adopted the provisions of this ASU effective the fiscal year ended 2018. This guidance did not have a material impact on the Company’s Financial Statements.

On February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as "lessees," to recognize on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has not adopted the provisions of this ASU. This guidance is not expected to have a material impact on the Company’s financial statements.

In 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 $4,542,030 during the period from June 18, 2015 (inception) through September 30, 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, 2019 the Company raised $800,000 through the sale of equity securities for cash.

NOTE 4. RELATED PARTY TRANSACTIONS.

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 (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen years.

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.

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 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.

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. Currently the Company is $18,000 in arrears to BST.

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

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.$500 of the principal amount remains outstanding.

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.

On July 1, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable July 1, 2020.

On July 3, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable July 3, 2020.

On July 15, 2019 Zander loaned $3,500 to Regen. The loan bears simple interest at 10% and is due and payable July 1, 2020.

All of Zander, Regen and KCL Therapeutics are agreeable that Zander shall be permitted at its option to apply any unpaid overdue liability of Regen towards any Anniversary fees and/or Minimum Royalties that may be payable by Zander pursuant to the Agreement abovementioned entered into on June 23, 2015.

On July 9, 2019 BST loaned $10,000 to the Company. The loan bears interest at simple 10% and is due and payable July 9, 2020.

On August 30, 2019 BST loaned $10,000 to the Company. The loan bears interest at simple 10% and is due and payable August 30, 2020.

On September 25, 2019 BST loaned $5,000 to the Company. The loan bears interest at simple 10% and is due and payable September 25, 2020.

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

On July 10, 2019 the Company was loaned $500 by Mine Dawg, Inc. The loan bears interest at simple 10% and is due and payable July 10, 2020.

Mine Dawg, Inc. is controlled by David Koos, Zander’s Chairman and Chief Executive Officer.

NOTE 5. INVESTMENT SECURITIES

On July 3, 2018 the Company purchased 3,500,000 of the Series A Preferred shares of Regen Biopharma, Inc from Entest Group, Inc. for consideration consisting of $35,000 .

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”). 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 as per the terms and conditions of the Note.

The Series A Preferred shares of Regen Biopharma, Inc. described above constitute the Company’s sole investment securities as of June 30, 2019.

As of June 30, 2019:

197,785,714 Series A Preferred shares of Regen Biopharma, Inc

	Basis		Fair Value		Change in Fair Value		Change in Fair Value during the quarter ended September 30, 2019
$	375,000	$	593,357	$	218357	$	(1,878,964	)

The Chairman and Chief Executive Officer of Regen is David R. Koos who also serves as the Chairman and Chief Executive Officer of the Company.

The Chief Financial Officer of Regen is Todd Caven who also serves as Chief Financial Officer of the Company.

NOTE 6. CONVERTIBLE NOTE RECEIVABLE, RELATED PARTY

Zander has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen.

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. The principal balance outstanding of the Note is $10,000 as of September 30, 2019.

All of Zander, Regen and KCL Therapeutics are agreeable that Zander shall be permitted at its option to apply any unpaid overdue liability of Regen ( including any and all accrued interest on promissory notes) towards any Anniversary fees and/or Minimum Royalties that may be payable by Zander pursuant to that license agreement abovementioned ( Note 4) originally entered into by Zander and Regen on June 23, 2015

NOTE 7: NOTES RECEIVABLE, RELATED PARTY

As of September 30, 2019 Regen Biopharma Inc. is indebted to Zander in the amount of $64,400.

Zander Therapeutics, Inc 10-Q