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ENTEST GROUP, INC. Form 8-K: Current report

ENTEST GROUP, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2020-01-07: Form 8-K; Period of report 2019-12-26; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2019-04-11: Form 8-K; Period of report 2019-04-09; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2018-12-03: Form 8-K; Period of report 2018-11-27; Description 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.01.
  • 2018-11-20: Form 8-K; Period of report 2018-11-15; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2020-01-078-K2019-12-264.01 Changes in Registrant's Certifying Accountant4.01 From April 9, 2019 through December 26, 2019 Prager Metis CPAs, LLC ("Prager"), was the independent registered public accounting firm of our company.etni_8k.htm
2019-04-118-K2019-04-094.01 Changes in Registrant's Certifying Accountant4.01 On April 9, 2019 (the “Effective Date”), Entest Group, Inc. (the “Company”) accepted the resignation of AMC Auditing, LLC (“AMC”) the Company’s prior independent registered public accounting firm, effective immediately.s117367_8k.htm
2018-12-038-K2018-11-275.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.01 On November 15, 2018, David Koos, Regen BioPharma Inc., Bostonia Partners 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.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
s114445_8k.htm
2018-11-208-K2018-11-151.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events1.01 Entest Group, Inc. and Blackbriar Partners (“BP) agreed to satisfy any and all unpaid interest resulting from accrued interest earned on Notes Payable to BP by Entest from the beginning of time to November 30, 2018 by transferring to BP 20,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. owned by the Company.
1.02 On November 16, 2018 Entest Group, Inc. (“Entest”) terminated its lease on office space.
8.01 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”).
entb112018form8k.htm
2018-10-048-K2008-10-025.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 3,000,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value.entb100318form8k.htm
2018-07-108-K2018-01-101.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On July 3, 2018 Zander Therapeutics, Inc. (“Zander”) purchased 3,500,000 of the Series A preferred Shares of Regen Biopharma, Inc. (“Shares”) owned by Entest Group, Inc. from Entest Group, Inc. (“Owner”) for the price of $35,000 USD cash.
8.01 On July 5, 2018 and July 3, 2018 respectively David Koos and Harry Lander assigned to Zander their entire right , title and interest throughout the world in the inventions, improvements and all patent applications that are subject of an application for patent protection filed with the United States Patent and Trademark Office on June 14, 2018 entitled “Small Molecule Agonists and Antagonists of NR2F6 Activity in Animals” The abovementioned application regards methods of using small molecule compounds as immune modulators; as well as compounds, solid forms and compositions thereof that are immune modulators and that exhibit desirable characteristics thereof; as well as to methods of making the compounds, solid forms and composition thereof.
entb070618form8k.htm
2018-01-118-K2018-01-115.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On January 10, 2018 Entest Biomedical, Inc. ( the “Company”) filed a Certificate of Amendment with the Nevada Secretary of State authorizing a change to the Company’s Articles of Incorporation.entb011018form8k.htm
2017-10-268-K2017-10-268.01 Other Events8.01 On October 24, 2017 Zander Therapeutics, Inc. (a subsidiary of Entest BioMedical, Inc. under common control with Entest BioMedical, Inc.) issued an aggregate of 900,000 of its common shares (“Shares”) to three trusts under common control for aggregate consideration of $900,000.entb102517form8k.htm
2017-05-318-K2017-05-303.02 Unregistered Sales of Equity Securities3.02 On May 30, 2017 , Entest Biomedical, Inc. (the “Company”) issued 83,000 shares of its Non Voting Convertible Preferred Stock (“ Shares”) to Regen Biopharma, Inc. (“Regen”) in satisfaction of $83,000 owed by Zander Therapeutics, Inc. ( a majority owned subsidiary of the Company) to Regen pursuant to an agreement (“Agreement”) with Zander Therapeutics, Inc. whereby Regen granted to Zander Therapeutics, Inc. 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.entb053017form8k.htm
2017-05-258-K2017-05-245.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 3,000,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value.entb052417form8k.htm
2016-09-268-K2016-09-234.01 Changes in Registrant's Certifying Accountant4.01 (a) On September 13, 2016 Seale and Beers, CPAs , the independent registered public accounting firm for Entest Biomedical, Inc. , informed the Company that Beers was in the process of being acquired by AMC Auditing.entb092316form8k.htm
2015-10-028-K2015-10-023.02 Unregistered Sales of Equity Securities3.02 On September 28, 2015 Zander Therapeutics, Inc. (“Zander”) executed an agreement (“Agreement’) with Regen BioPharma, Inc. ( “Regen”) whereby Zander shall cause to be issued to Regen 8,000,000 common shares of Entest Biomedical Inc. (“Shares”) in full satisfaction of Zander’s obligation to pay to Regen a one-time, non-refundable, upfront payment of $100,000 as a license initiation.entb10215form8k.htm
2015-07-318-K2015-07-313.02 Unregistered Sales of Equity Securities3.02 On July 30, 2015 Entest Biomedical, Inc. (the “Company”) issued 14,800,000 of shares of the Company’s common stock (“Shares”) to David Koos, the Company’s Chairman, Chief Executive Officer and Acting Chief Financial Officer in satisfaction of $148,000 of accrued salary; such accrued salary consisting of compensation earned by David Koos as of January 31, 2015 but not yet paid to David Koos as of July 29, 2015.entb073115form8k.htm
2015-07-068-K2015-07-025.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 2, 2015 Entest Biomedical, Inc. ( the “Company”) filed a Certificate of Change with the Nevada Secretary of State authorizing changes to the Company’s Articles of Incorporation.entb20150802form8k.htm
2015-06-268-K2015-06-261.01 Entry into a Material Definitive Agreement1.01 On June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander 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.entb20150625form8k.htm
2015-05-228-K2015-05-223.02 Unregistered Sales of Equity Securities3.02 On May 19, 2015 Entest BioMedical, Inc. ( the Company”) the Company issued 200,000,000 shares of the Company’s Common Stock ( “Shares”) to the Sherman Family Trust in satisfaction of $20,000 of indebtedness owed to the Trust by the Company.entb20150521form8k.htm
2014-11-078-K2014-11-073.02 Unregistered Sales of Equity Securities3.02 On August 7, 2014 Entest BioMedical, Inc. ( the Company”) the Company issued 195,000,000 shares of the Company’s Common Stock ( “Shares”) to a creditor in satisfaction of $19,500 of principal indebtedness.entb20141106form8k.htm
2014-07-148-K2014-07-145.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 6,000,000,000 shares of Common Stock having a $.0001 par value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value .entb0714form8k.htm
2014-05-238-K2014-05-233.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders3.02 On May 22, 2014 Entest BioMedical, Inc. ( the “Company”) issued 80,000 shares of Series AAA Preferred Stock (“AAA Stock”) to David R. Koos, the Company’s Chairman, President and CEO as consideration for $10,000 of salary accrued and unpaid owed to David R. Koos by the Company.
3.03 On May 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AAA Preferred Stock” (hereinafter referred to as “Series AAA Preferred Stock”).
entb052214form8k.htm
2014-01-288-K2014-01-173.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.02 On January 17, 2014, the Entest Biomedical, Inc. ( the “Company”) issued 95,000 shares of Series AA Preferred Stock (“AA Stock”) to David R. Koos, the Company’s Chairman, President and CEO as consideration for $10,000 of salary accrued and unpaid owed to David R. Koos by the Company.
3.03 On January 17, 2014, the Company issued 95,000 shares of Series AA Preferred Stock (“AA Stock”) to David R. Koos, the Company’s Chairman, President and CEO as consideration for $10,000 of salary accrued and unpaid owed to David R. Koos by the Company.
5.03 On January 24, 2014 the company amended Article 4 of its Certificate of Incorporation reducing the par value of the Company’s common stock and preferred stock from $0.001 to $0.0001.
entest8k.htm
2013-03-128-K2013-03-011.01 Entry into a Material Definitive Agreement1.01 On February 3, 2011, a Complaint (“Complaint”) was filed in the U.S. District Court Middle District of the State of Pennsylvania against Entest BioMedical, Inc. ( the” Company”), David Koos (the Company’s Chairman and CEO) and Bio-Matrix Scientific Group, Inc. by 18KT.TV LLC (“Plaintiffs”) seeking to recover general damages from the Company in excess of $125,000.entest8k.htm
2013-01-228-K/A2012-12-044.01 Changes in Registrant's Certifying Accountant4.01 (a) On December 4, 2012 the Board of Directors of Entest BioMedical, Inc. (the “Registrant” or the “Company”) approved of the dismissal of Anton and Chia, LLP (“Anton”) as the Registrant’s independent registered public accounting firm.entest8ka.htm
2012-12-188-K2012-12-044.01 Changes in Registrant's Certifying Accountant4.01 (a) On December 4, 2012 the Board of Directors of Entest BioMedical, Inc. (the “Registrant” or the “Company”) approved of the dismissal of Anton and Chia, LLP (“Anton”) as the Registrant’s independent registered public accounting firm.entest8k.htm
2012-12-128-K2012-11-282.01 Completion of Acquisition or Disposition of Assets2.01 On November 28, 2012 Entest BioMedical, Inc. (the “Company”) executed an agreement (“Agreement”) with Gregory McDonald ("McDonald"), Pet Pointers, Inc. ("Pet Pointer") whereby Mc Donald and Pet Pointer would acquire from the Company all assets ( with the exception of cash and accounts receivable) utilized by the Company in the operation of the McDonald Animal Hospital, a full service veterinary clinic owned and operated by the Company and located in Santa Barbara, California (“McDonald Asset Sale”).entestbiomedical8k.htm
2012-10-198-K2012-10-175.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 2,000,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value .entest8k.htm
2012-10-038-K2012-09-274.01 Changes in Registrant's Certifying Accountant4.01 (a) On September 27, 2012 the Board of Directors of Entest BioMedical, Inc. (the “Registrant” or the “Company”) approved of the dismissal of John Kinross-Kennedy, CPA (“Kennedy”) as the Registrant’s independent registered public accounting firm.entestbiomedical8k.htm
2012-07-238-K2012-07-224.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 (a) On July 22, 2012, the Board of Directors of Entest Biomedical, Inc. (the “ Company ”), in consultation with management, concluded that the Company’s previously issued financial statements for the quarter ended May 30, 2012 should not be relied upon due to errors in those financial statements.entest_8k.htm
2012-06-048-K2012-06-011.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement1.01 On June 1, 2012 Entest BioMedical, Inc. (the “Company”) entered into an Equity Purchase Agreement (the "June Purchase Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").
1.02 On June 1, 2012, the Company terminated that agreement by and between the Company and Southridge entered into on February 27, 2012 whereby Southridge would purchase, at the Company's election, up to $10,000,000 of the Company's registered common stock (“February Agreement”).
entest_8k.htm
2012-04-258-K2012-04-161.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On April 16, 2012, Entest Biomedical, Inc. (the “Company”) issued an 8% convertible note in the principal amount of $42,500 (the "Note") to Asher Enterprises, Inc. ("Asher").
5.03 The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 1,000,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value .
entest_8k.htm
2012-04-058-K2012-04-033.02 Unregistered Sales of Equity Securities3.02 On April 3, 2012 Entest BioMedical, Inc. (the “Company”) issued 50,000,000 shares of common stock (“Shares”) to David R. Koos, the Company’s Chairman, President and CEO, as a bonus.entest_8k.htm
2012-03-228-K2012-03-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value .entest_8k.htm
2012-02-298-K2012-02-221.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On February 27, 2012 Entest BioMedical, Inc. (the “Company”) entered into an Equity Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement (the "Rights Agreement") with Southridge Partners II, LP, a Delaware limited partnership ("Southridge").
1.02 On February 22, 2012 the Company terminated that agreement (“Agreement”) by and between the Company and Titterington Veterinary Services, Inc, Dr. Ronald Titterington, DVM and Dr. Kathy Snell, DVM (collectively the “Titterington Parties”) to purchase certain intellectual property related to the operation of a veterinary clinic (“Clinic”) as well as the rights to 97% of all revenue generated by the Clinic (“Revenue Share”) over a period of seven years (“Titterington Covenant”) from the execution of the Agreement.
entest_8k.htm
2012-02-098-K2012-02-068.01 Other Events8.01 (a) On or about February 6, 2012 Entest BioMedical, Inc. (“Company”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series B Preferred Stock” (hereinafter referred to as “Series B Preferred Stock”) which series shall consist of 4,400,000 shares authorized having a par value of $.001 per share.entest_8k.htm
2011-11-088-K2011-11-041.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.entest_8k.htm
2011-10-248-K2011-10-191.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.entest_8k.htm
2011-08-118-K2011-08-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On August 8, 2011, Ms. Tammy Reynolds, a Director and Chief Financial Officer of Entest BioMedical, Inc. (the “Company”), submitted her resignation notice to the Company, effective immediately, from all of her positions with the Company including Director.
8.01 On August 8, 2011 Entest BioMedical, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) with Rainbow Veterinary Hospital (“Rainbow”) and Dr. Timothy Metzger, DVM (“Metzger”) regarding the contemplated purchase of substantially all assets of the Clinics by the Company for total consideration of $2,000,000 (“Contemplated Transaction”).
entest_8k.htm
2011-07-198-K2011-07-198.01 Other Events8.01 On July 19, 2011 Entest BioMedical, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) with Titterington Veterinary Services, Inc. (“Titterington”) regarding the contemplated purchase of all assets owned by Seller and utilized by the Seller in connection with the operation and management of its veterinary business with the exception of any cash accounts (“Business Assets”) for total consideration of $700,000 (“Contemplated Transaction”).entest_8k.htm
2011-06-108-K2011-06-093.03 Material Modification to Rights of Security Holders3.03 On June 6, 2011 Entest BioMedical, Inc. (“Company”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).entest_8k.htm
2011-02-228-K2011-02-178.01 Other Events8.01 On February 17, 2011 Entest BioMedical, Inc. (the “Company”) entered into a Letter of Intent with Riverdale Animal Hospital, Charlinda Animal Hospital, Culver Pet Clinic (collectively the “Clinics”) and Dr. Asaf A. Qadeer, DVM, MPVM (“Qadeer”) regarding the contemplated purchase of substantially all assets of the Clinics by the Company for total consideration of $700,000 to be paid through a combination of newly issued common stock, cash, and assumption of debt (“Contemplated Transaction”).entest_8k.htm
2011-02-158-K2011-02-141.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.entest_8k.htm
2011-01-118-K2011-01-042.01 Completion of Acquisition or Disposition of Assets2.01 On January 4, 2011, 2010 Entest BioMedical, Inc. (“Entest CA”), a California corporation and a wholly owned subsidiary of Entest BioMedical, Inc., a Nevada corporation (the “Company”) acquired from Pet Pointers, Inc., a California corporation doing business as McDonald Animal Hospital (“Seller”), and Dr. Gregory McDonald DVM (“McDonald”) all the goodwill from McDonald and assets of Seller except cash and accounts receivables used in connection with the operation of a veterinary medical clinic located at 225 S. Milpas Street, Santa Barbara, CA 93103 (the "Business").entest_8k.htm
2010-12-278-K2010-12-171.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.entest_8k.htm
2010-10-288-K2010-10-271.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.entest_8k.htm
2010-10-128-K2010-10-073.02 Unregistered Sales of Equity Securities3.02 On October 7, 2010, Entest BioMedical, Inc. (the “Company”) sold 2,000,000 common shares (“Shares”) to an individual investor for consideration consisting of $100,000.entest_8k.htm
2010-04-138-K2010-04-058.01 Other Eventskbody.htm
2010-04-138-K2010-04-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 7, 2010 the Board of Directors of Entest Biomedical, Inc. (“Company”) appointed Ms. Tammy Reynolds, CPA, age 35, to the position of Chief Financial Officer of the Company.entest8-k41210.htm
2009-10-238-K2009-10-164.01 Changes in Registrant's Certifying Accountant; 8.01 Other Events4.01 On October 16, 2009, the Board of Directors of the Registrant, acting as the Registrant's Audit Committee, approved of the dismissal of Seale and Beers, CPAs as the Registrant’s independent registered public accounting firm and also approved the engagement of John Kinross-Kennedy, CPA as its independent auditor.
8.01 On October 21, 2009, the Registrant entered into a Letter of Intent (LOI) with Therinject LLC (a California Limited Liability Company) and Dr. Steven Josephs regarding the acquisition by the Registrant of 100% of Therinject LLC.
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2009-09-048-K/A2009-08-064.01 Changes in Registrant's Certifying Accountantbiomed8k090409.txt
2009-08-258-K2009-08-181.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a6036203.htm
2009-08-078-K2009-08-064.01 Changes in Registrant's Certifying Accountantentestbiomed8k.txt
2009-07-108-K2009-07-102.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status; 8.01 Other Events2.01 On July 10, 2009 JB Clothing Corporation (the”Company”) acquired Entest Biomedical, Inc. (“Entest”) a California corporation , from Bio Matrix Scientific Group, Inc. (“BMSN”) a Delaware corporation, for consideration consisting of (a) the issuance to BMSN of 10,000,000 newly issued common shares of the Company and (b) the return by Mr. Rick Plote of 10,000,000 shares of the Company’s common stock previously issued to him to the Company for cancellation.
3.02 On July 10, 2009 the Company issued 10,000,000 shares of the Company’s common stock to BMSN as consideration for 1,500 common shares of Entest.
5.01 (B) the cancellation of ten million (10,000,000) shares of the Company’s common stock previously issued to and held by Mr. Rick Plote.
8.01 On June 29, 2009 the Company filed a Certificate of Amendment to its Articles of Incorporation in order to change its name to Entest Biomedical, Inc. (“Amendment”).
jbc_8k.htm
2009-06-228-K2009-06-161.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On June 16, 2009, JB Clothing Corporation (“JBCC”) entered into a Stock Purchase Agreement with Bio-Matrix Scientific Group, Inc., a Delaware corporation of San Diego, California (the “Seller”).
3.02 As described in this Form 8-K, under the terms of the Stock Purchase Agreement, JBCC is obligated to issue, at closing, ten million (10,000,000) shares of JBCC’s common stock to the Seller, Bio-Matrix Scientific Group, Inc., a Delaware corporation.
5.01 As described above, at the closing of the Stock Purchase Agreement, control of JBCC will pass from Rick Plote to the Seller as a direct result of: (A) the issuance of ten million (10,000,000) shares of JBCC’s common stock to the Seller in payment of the purchase price to acquire the Subsidiary from the Seller; and (B) the cancellation of ten million (10,000,000) shares of JBCC’s common stock previously issued to and held by Mr. Plote.
5.02 Under the terms of the Stock Purchase Agreement, on June 19, 2009 Rick Plote resigned as Director, President, Chief Executive Officer, Secretary, Chief Financial Officer, Principle Accounting Officer of JBCC ..
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