~~NITED~~UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 1527, 2018

ENTEST GROUP, INC.

(Exact Name of Company as Specified in Charter)


Nevada	333-154989	26-3431263
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~4700~~No. ~~Spring~~911 Bao’an Book City XInqiao Street, ~~Suite~~Central ~~304~~Road, LaBao’an ~~Mesa~~District, ~~California~~Shenzhen, ~~91942~~China (Address of Principal Executive Offices, Zip Code)

~~619-702-1404~~+86 13709631109 (Company’s telephone number, including area code)

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

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

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

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

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

1Emerging growth company ☐

~~Item~~If ~~1.01~~an ~~Entry~~emerging ~~into~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. ☐

~~Entest~~Item ~~Group, Inc~~5. ~~and~~01 ~~David~~Change R.in ~~Koos~~Control ~~agreed to satisfy any and all unpaid interest resulting from accrued interest earned on Notes Payable to Koos by Entest from the beginning~~ of ~~time to November 30, 2018 by transferring to Koos 3,000,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc~~Registrant. ~~owned by the Company~~

~~Entest~~On ~~Group~~November 15, 2018, David Koos, Regen BioPharma Inc. ~~and~~, ~~Blackbriar~~Bostonia Partners Inc., Sherman Family Trust, Dunhill Ross Partners Inc., Bio-Technology Partners Business Trust (collectively, the “BPSellers”) ~~agreed~~ toand ~~satisfy~~Peiwen ~~any~~Yu ~~and~~(the ~~all~~“Buyer”) entered ~~unpaid~~into ~~interest~~a ~~resulting~~stock ~~from~~purchase ~~accrued interest~~agreement ~~earned~~(the ~~on Notes~~“SPA”), ~~Payable~~pursuant to BPwhich ~~by Entest from~~the Sellers agreed to sell and the ~~beginning~~Buyer agreed to purchase an aggregate of ~~time~~23,733,334 toshares ~~November~~of 30common stock, ~~2018~~667 byshares ~~transferring to~~of BPSeries 20AA preferred stock,~~000~~ 534 shares of ~~the~~ Series AAA Mpreferred stock and 1,001,533 shares of Non-Voting Preferred ~~stock~~Stock of ~~Zander~~Entest ~~Therapeutics~~Group, Inc. ~~owned~~(“Entest”) from the Seller for an aggregate purchase price of $325,000. The closing of the transactions contemplated by the ~~Company.~~SPA BPoccurred ison ~~controlled~~November by27, ~~David~~2018. ~~Koos~~The purchase price was paid out of the ~~Company~~Buyer’s ~~sole~~personal ~~officer and director~~funds.

~~Entest~~As ~~Group~~of the date referenced in this action, ~~Inc. and~~Entest ~~the~~had ~~Sherman~~49,170,472 ~~Family~~shares ~~Trust~~of ~~(“SFT”) agreed~~common tostock, ~~satisfy~~728,009 ~~any~~shares ~~and~~of ~~all~~Series ~~unpaid~~B ~~interest~~Preferred ~~resulting~~Stock, ~~from~~667 ~~accrued~~shares ~~interest~~of ~~earned~~Series ~~on Notes~~AA ~~Payable~~Preferred toStock, ~~SFT~~534 ~~by Entest from~~shares ~~the~~of ~~beginning~~Series ofAAA ~~time~~Preferred toStock ~~November~~and 301,001,533 ~~2018~~shares of Non-Voting Convertible byPreferred ~~transferring~~Stock outstanding. The securities purchased pursuant to ~~SFT~~the ~~612~~SPA represent 48.3% of the outstanding shares of common stock,~~500~~ 90% of the outstanding shares of common stock assuming the ~~Series~~conversion Mof the Non-Voting Convertible Preferred ~~stock~~Stock on the execution date of ~~Zander~~the ~~Therapeutics,~~SPA ~~Inc.~~and ~~owned~~94% byof the ~~Company~~voting power of Entest.

~~Entest~~Item ~~Group, Inc~~5. ~~and Dunhill~~02 ~~Ross~~Departure ~~Partners~~of ~~(“DR”) agreed~~Directors toor ~~satisfy~~Certain ~~any~~Officers; ~~and~~Election ~~all~~of ~~unpaid~~Directors; ~~interest~~Appointment ~~resulting from accrued interest earned on Notes Payable to DR by Entest from the beginning~~ of ~~time~~Certain toofficers; ~~November~~Compensatory ~~30, 2018~~Arrangements ~~by transferring to DR 12,500 shares~~ of ~~the~~Certain ~~Series M Preferred stock of Zander Therapeutics, Inc~~Officers. ~~owned by the Company.~~

~~Entest~~As ~~Group,~~contemplated ~~Inc. and~~by the ~~Bio~~SPA, ~~Technology~~David ~~Partners~~Koos ~~Business~~resigned ~~Trust~~as ~~(“BPBT”) agreed~~Chairman, toChief ~~satisfy~~Executive ~~any~~Officer, ~~and~~President, ~~all~~Acting ~~unpaid~~Chief Financial Officer and ~~interest~~Secretary ~~resulting~~of ~~from~~Entest ~~accrued~~and ~~interest~~Peiwen ~~earned~~Yu ~~on Notes~~became ~~Payable~~as toa ~~BPBT~~director, ~~by Entest from~~Chief ~~the~~Executive ~~beginning~~Officer and President of ~~time to~~Entest, effective November 3028, 2018. byPursuant ~~transferring~~ to ~~BPBT~~the ~~412~~SPA,~~500 shares~~ Mr. Koos will resign as a director of the ~~Series~~Company Mupon ~~Preferred~~compliance ~~stock~~by ofEntest ~~Zander~~with ~~Therapeutics,~~information statement ~~Inc.~~delivery ~~owned~~requirements bypursuant to Rule 14f-1 under the ~~Company~~Securities Exchange Act of 1934, as amended.

~~Entest~~Mr. ~~Group,~~Yu ~~Inc. and~~has ~~the~~been ~~Bio~~Chairman ~~Matrix~~of ~~Scientific~~Guangdong ~~Group~~Bokai Electric Industrial Co., ~~Inc~~Ltd. ~~(“BMSN”) agreed~~since toMarch ~~satisfy~~2005. ~~any~~He ~~and~~also ~~all~~serves ~~unpaid~~as ~~interest resulting~~Chairman ~~from~~of ~~accrued~~a ~~interest~~number of ~~earned~~private ~~on Notes~~companies ~~Payable~~in toChina ~~BMSN~~such ~~by Entest from~~as ~~the~~Lianjiang ~~beginning~~Bokai ofWood ~~time~~Industry ~~to November 30~~Co., ~~2018~~Ltd. byand ~~transferring~~Zhanjiang toBokai ~~BMSN~~Tourism 5Development Co.,~~000 shares of~~ ~~the~~Ltd. Mr. ~~Series~~Yu Mearned ~~Preferred~~a ~~stock~~Master’s ofDegree ~~Zander~~in ~~Therapeutics,~~Business ~~Inc.~~Administration ~~owned~~from ~~by the~~SUN ~~Company.~~YA-SEN ~~David~~UNIVERSITY R.in ~~Koos~~2003 ~~serves as Chairman~~ and ~~Chief~~a ~~Executive~~Bachelor ~~Officer~~ of ~~the~~Administration Degree ~~Company~~from ~~and~~the ~~BMSN~~same institution.

~~Entest~~The ~~Group,~~foregoing ~~Inc. and~~changes ~~Bostonia Partners (“BSP”) agreed~~ to ~~satisfy~~Entest’s ~~any~~management and ~~all~~board ~~unpaid~~of ~~interest~~directors ~~resulting~~were ~~from accrued~~in ~~interest~~connection ~~earned~~with ~~on Notes~~the ~~Payable~~transactions consummated pursuant to ~~BSP by Entest from~~ the ~~beginning~~SPA ofand ~~time~~were tonot ~~November~~due ~~30, 2018 by transferring~~ to ~~BSP~~any ~~212,500 shares of~~disagreement ~~the~~with ~~Series~~Entest Mon ~~Preferred~~any ~~stock~~matter ofrelating ~~Zander~~to ~~Therapeutics~~its operations, ~~Inc.~~policies ~~owned~~or ~~by the Company~~practices.

Entest Group, Inc. and Regen Biopharma, Inc. (“RGBP”) agreed to satisfy any and all unpaid interest resulting from accrued interest earned on Notes Payable to RGBP by Entest from the beginning of time to November 30, 2018 by transferring to RGBP 250,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. owned by the Company.SIGNATURES

~~Entest~~Pursuant ~~Group,~~to ~~Inc. and~~the ~~Regen~~requirements ~~Biopharma,~~of ~~Inc. (“RGBP”) agreed~~the toSecurities ~~satisfy~~Exchange ~~any~~Act ~~and~~of ~~all~~1934, ~~rent~~the ~~prepaid~~Registrant byhas ~~RGBP to Entest from~~duly ~~the~~caused ~~beginning~~this ofReport ~~time~~ to ~~November~~be ~~30,~~signed ~~2018~~on byits ~~transferring to RGBP 475,000 shares~~ behalf ofby the ~~Series~~undersigned Mhereunto ~~Preferred~~duly ~~stock of Zander Therapeutics, Inc~~authorized. ~~owned by the Company.~~

David R. Koos serves as Chairman and Chief Executive Officer of the Company, Zander Therapeutiocs, inc., BMSN and RGBP.

	Entest Group, Inc.

	By:	/s/ Peiwen Yu
	Name: Peiwen Yu

	Title: President and Chief Executive Officer

	Dated: December 3, 2018

Item 1.02 Termination of a Material Definitive Agreement

On November 16, 2018 Entest Group, Inc. (“Entest”) terminated its lease on office space. The property has been assumed by BST Partners which is permitting the Company to utilize the space free of charge on a week to week basis.

BST Partners is controlled by David Koos, the Company’s Chairman and Chief Executive Officer.

On November 16, 2018 Zander Therapeutics Inc. and the Company agreed to terminate Zander’s sublease with the Company effective the rental period commencing November, 2018.

On November 16, 2018 Regen Biopharma Inc. and the Company agreed to terminate Regen’s sublease with the Company effective the rental period commencing November, 2018.

David R. Koos serves as Chairman and Chief Executive Officer of the Company, Zander Therapeutics, Inc. and Regen Biopharma Inc.

Item 8.01 Other Events

On November 15, 2018 David Koos ( the Chairman and CEO of Entest Group, Inc. and Regen BioPharma, Inc.) , Regen BioPharma Inc., Bostonia Partners Inc., Sherman Family Trust, Dunhill Ross Partners Inc. and Bio-Technology Partners Business Trust collectively entered into an agreement to sell an aggregate of 23,733,334 shares of common stock, 667 shares of Series AA preferred stock, 534 shares of Series AAA Preferred Stock and 1,001,533 shares of Non-Voting Convertible Preferred Stock of Entest Group, Inc. to an unaffiliated third party for total gross consideration of $325,000(“Agreement”). Pursuant to the Agreement, the closing of the sale of shares (the “Closing”) shall take place on at such date, time and place as shall be determined by the Parties to the Agreement. The Escrow Agreement referred to in the Agreement requires that David R. Koos shall resign as Director and Officer of Entest Group, Inc. to be replaced by nominees of the purchaser of the securities.

Subsequent to the Closing and resignation of Koos, Entest Group, Inc. shall have undergone a change of control.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 8.01 by reference.

Item 9.01 Exhibits.

Exhibit No.		Description of Exhibit
10.1		AGREEMENT.

SIGNATURE

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

ENTEST GROUP, INC. By: /s/ David R. Koos Davir R. Koos Chief Executive Officer

Filing Compare · ENTEST GROUP, INC.