UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~November~~April 2711, ~~2018~~2019 (April 9, 2019)

ENTEST GROUP, INC.

ENTEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada	333-154989	26-3431263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
No. 911 Bao’an Book City XInqiao Street Central Road, Bao’an District, Shenzhen, China
(Address of principal executive offices)		(Zip Code)

~~(Exact Name~~Registrant’s oftelephone ~~Company~~number, asincluding ~~Specified~~area incode ~~Charter)~~86- 13709 631109

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

N/A

(Former name or former address, if changed since last report.)

No. 911 Bao’an Book City XInqiao Street Central Road, Bao’an District, Shenzhen, China (Address of Principal Executive Offices, Zip Code)

+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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging 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) of the Exchange Act. ☐

~~Item 5.01 Change in Control of Registrant.~~2

~~On November~~Item ~~15, 2018, David Koos, Regen BioPharma Inc~~4.,01 ~~Bostonia~~Changes ~~Partners~~in Inc., Sherman Family Trust, Dunhill Ross Partners Inc., Bio-Technology Partners Business Trust (collectively, the “Sellers”) and Peiwen Yu (the “Buyer”) entered into a stock purchase agreement (the “SPA”), pursuant to which the Sellers agreed to sell and the Buyer agreed to purchase 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 Preferred Stock of Entest Group, Inc. (“Entest”) from the Seller for an aggregate purchase price of $325,000. The closing of the transactions contemplated by the SPA occurred on November 27, 2018. The purchase price was paid out of the BuyerRegistrant’s ~~personal~~Certifying ~~funds.~~Accountant

AsOn ofApril ~~the~~9, ~~date~~2019 ~~referenced~~(the in“Effective ~~this action~~Date”), Entest ~~had 49~~Group,~~170,472~~ ~~shares~~Inc. of(the ~~common~~“Company”) ~~stock,~~accepted ~~728,009~~the ~~shares~~resignation of ~~Series~~AMC Auditing, BLLC ~~Preferred~~(“AMC”) ~~Stock, 667~~the ~~shares~~Company’s ofprior ~~Series~~independent AAregistered ~~Preferred~~public ~~Stock~~accounting firm, ~~534~~effective ~~shares~~immediately. The ofchange ~~Series~~occurred ~~AAA~~in ~~Preferred~~connection ~~Stock~~with ~~and~~AMC’s ~~1,001,533~~merger ~~shares~~with ofPrager ~~Non-Voting~~Metis ~~Convertible Preferred~~CPAs, ~~Stock~~LLC ~~outstanding~~(“Prager”). ~~The~~On ~~securities~~the ~~purchased~~Effective ~~pursuant to~~ Date, the ~~SPA~~board ~~represent~~of ~~48.3%~~directors of the ~~outstanding~~Company ~~shares~~approved ~~of common stock, 90% of~~ the ~~outstanding~~resignation ~~shares~~ of ~~common~~AMC ~~stock~~and ~~assuming~~ the ~~conversion~~appointment ofby the ~~Non-Voting~~Company ~~Convertible~~of ~~Preferred~~Prager ~~Stock~~to onserve as the ~~execution~~Company’s ~~date~~independent ofregistered ~~the~~public ~~SPA~~accounting ~~and~~firm ~~94%~~effective ofApril ~~the~~8, ~~voting power of Entest~~2019.

~~Item~~AMC’s ~~5.02~~audit ~~Departure~~reports ofon ~~Directors~~the orCompany’s ~~Certain~~financial ~~Officers;~~statements ~~Election~~for ofthe ~~Directors;~~two ~~Appointment~~most ofrecent ~~Certain~~fiscal ~~officers;~~years ~~Compensatory~~did ~~Arrangements~~not contain an adverse opinion or a disclaimer of ~~Certain~~opinion, ~~Officers~~and were not qualified or modified as to audit scope or accounting principles.

AsDuring ~~contemplated~~the bytwo ~~the~~most ~~SPA,~~recent ~~David~~fiscal ~~Koos~~years ~~resigned~~and asthrough ~~Chairman~~the Effective Date, ~~Chief~~there ~~Executive~~were ~~Officer,~~(i) ~~President,~~no ~~Acting~~disagreements ~~Chief~~between ~~Financial~~the ~~Officer~~Company and AMC on ~~Secretary~~any matter of ~~Entest~~accounting ~~and~~principles ~~Peiwen~~or Yupractices, ~~became~~financial asstatement adisclosure, ~~director~~or auditing scope or procedure, ~~Chief~~which ~~Executive~~disagreements, if ~~Officer~~not ~~and~~resolved ~~President~~to the satisfaction of ~~Entest~~AMC, ~~effective~~would ~~November~~have ~~28, 2018.~~caused ~~Pursuant~~AMC to make reference to the ~~SPA,~~subject ~~Mr.~~matter ~~Koos~~of ~~will~~such ~~resign~~disagreements in asconnection awith ~~director~~its ofaudit reports on the Company’s ~~upon~~financial ~~compliance~~statements byfor ~~Entest~~such ~~with~~years, ~~information~~and ~~statement delivery~~(ii) ~~requirements~~no ~~pursuant~~reportable toevents ~~Rule~~as ~~14f-1~~that term ~~under~~is ~~the~~defined ~~Securities~~in ~~Exchange~~Item ~~Act~~304(a)(1)(v) of ~~1934,~~Regulation asS-K ~~amended~~.

~~Mr.~~The YuCompany has ~~been~~provided ~~Chairman~~AMC ofwith ~~Guangdong~~a ~~Bokai~~copy ~~Electric~~of ~~Industrial~~this ~~Co.,~~current ~~Ltd.~~report ~~since~~on ~~March~~Form ~~2005.~~8-K Heand ~~also~~has ~~serves~~requested asthat ~~Chairman~~AMC offurnish it with a ~~number~~letter addressed ofto ~~private~~the ~~companies~~Securities inand ~~China~~Exchange ~~such~~Commission asstating ~~Lianjiang~~whether ~~Bokai~~or ~~Wood~~not ~~Industry~~AMC ~~Co.,~~agrees ~~Ltd.~~with ~~and~~the ~~Zhanjiang~~statements ~~Bokai~~in ~~Tourism~~this ~~Development~~Item Co4.~~, Ltd~~01. ~~Mr.~~ YuA ~~earned~~copy aof ~~Master’s~~this letter, ~~Degree~~dated inApril ~~Business~~9, ~~Administration~~2019, ~~from~~is ~~SUN~~filed ~~YA-SEN~~as ~~UNIVERSITY~~Exhibit in16.1 ~~2003~~to ~~and~~this ~~a Bachelor of Administration Degree from the same institution~~report.

~~The~~During ~~foregoing~~the ~~changes to Entest~~Company’s ~~management~~two ~~and~~most ~~board~~recent offiscal ~~directors~~years ~~were~~and in ~~connection~~the ~~with~~subsequent interim period through the ~~transactions~~Effective ~~consummated~~Date, ~~pursuant~~the Company did not consult with Prager on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~SPA~~type of audit opinion that may be rendered on the Company’s financial statements, and ~~were~~Prager did not ~~due~~provide either in a written report or oral advice to ~~any~~the ~~disagreement~~Company ~~with~~that ~~Entest~~was onan ~~any~~important ~~matter~~factor ~~relating~~considered by the Company in reaching a decision as to ~~its~~any ~~operations~~accounting, ~~policies~~auditing, or ~~practices~~financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304 (a)(1)(v) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits


16.1	Letter from AMC Auditing, LLC, dated April 9, 2019

SIGNATURES

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

	Entest Group, Inc.
ENTEST GROUP, INC.
	By:	/s/ Peiwen Yu
/s/ Peiwen Yu
	Name: Peiwen Yu
Peiwen Yu
	Title: President and Chief Executive Officer
Chief Executive Officer and President
	Dated: December 3, 2018
Date:	April 11, 2019

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