FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Entest Group, Inc., unless otherwise indicated.





General Overview

We were incorporated in the State of Nevada on September 24, 2008 as JB Clothing Corporation. Until July 10, 2009, our principal business objective was the offering of active/leisure fashion design clothing.

On July 10, 2009 we abandoned our efforts in the field of active/leisure fashion design clothing when we acquired 100% of the share capital of EntestBioMedical, Inc., a California corporation, ("Entest CA") from Bio-Matrix Scientific Group, Inc. ("BMSN") for consideration consisting of 10,000,000 shares of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by Mr. Rick Plote. On July 12, 2009, the Company changed its name to EntestBioMedical, Inc.

On June 18, 2015 Entest established Zander Therapeutics, Inc., a then wholly owned subsidiary. Zander was established 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

The Company changed its name to Entest Group, Inc. on February 12, 2018.

On May 5, 2018, the Company declared the distribution on a pro rata basis as a dividend in kind of 3,000,000 of the common shares of Zander Therapeutics, Inc., par value $0.0001.

Shareholders of the Company received one (1) common share of Zander Therapeutics, Inc. for each 17 common and/or preferred shares of the Company held as of the record date. The distribution of the 3,000,000 common shares of Zander Therapeutics, Inc. to the common and preferred shareholders of the Company occurred on June 11, 2018.






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As a result of the payment of the abovementioned property dividend, the Company's percentage of ownership of Zander fell below 50% resulting in the deconsolidation of Zander and during the quarter ended November 30, 2018, the Company divested itself of its Zander stock.

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 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.

As contemplated by the SPA, in November 2018, David Koos resigned as Chairman, Chief Executive Officer, President, Acting Chief Financial Officer and Secretary of Entest and Peiwen Yu became as a director, Chief Executive Officer and President of Entest.

Our principal executive offices are located at No. 911 Bao'an Book City, Xinqiao Street Central Road, Bao'an District, Shenzhen, China. Our telephone number is 86137 0963 1109. We do not have a corporate website.

Currently we do not have any subsidiaries.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.





Our Current Business

Our company currently does not have any operations and has not actively conducted any operations for the quarter ended November 30, 2019. Our company's business plan for the next 12 months and beyond such time is to seek new business opportunities or to engage in a business combination with an unidentified company. The analysis of new business opportunities will be undertaken by or under the supervision of our company's management. As of the date of this filing, our company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for our company. There can be no assurance that our company will be able to identify and acquire any business entity. Even if we successfully acquire a business entity, there is no assurance that we can generate revenue and become profitable.





Results of Operations

We have not conducted any active operations during the period ended November 30, 2019. No revenue has been generated by us within such period. It is unlikely we will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances raises substantial doubt about our ability to continue as a going concern. Our plan of operation for the next twelve months shall be to locate suitable acquisition candidates.

For the three months ended November 30, 2019 compared with the three months ended November 30, 2018:

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended November 30, 2019, which are included herein.

Our operating results for the quarter ended November 30, 2019 and the quarter ended November 30, 2018 and the changes between those periods for the respective items are summarized as follows:





                            Three Months Ended
                               November 30,
                           2019           2018         Changes ($)

Operating expenses $ 17,992 $ 14,054 $ 3,938 Other (income) expense $ - $ (234,065 ) $ 234,065 Net income (loss) $ (17,992 ) $ 220,011 $ (238,003 )







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We have not conducted any operations during the quarter ended November 30, 2019. Revenues from operations were $0 for the quarter ended November 30, 2019 and 2018.

For the quarter ended November 30, 2019, operating expenses of $17,992, consisted solely of professional fees.

The net loss for the quarter ended November 30, 2019 was $17,992.

For the quarter ended November 30, 2018, operating expenses of $14,054, consisted of professional fees of $2,439 and general and administrative expenses of $11,615.

For the quarter ended November 30, 2018, other income of $234,065 consisted of rental income of $28,000, gain on write off of accounts payable of $23,629, gain on disposition of Zander Therapeutics, Inc. of $188,589, refund on amount previously paid of $1,289, and loss on disposition Entest Biomedical Inc. of $6,947, and interest expenses of $495.

The net income for the quarter ended November 30, 2018, was $220,011.

The decrease in net income for the quarter ended November 30, 2019, as compared to the same quarter ended November 30, 2018, was primarily due to other income realized, from the ceasing of prior operations, disposition of subsidiaries and change of control during the first quarter ended November 30, 2018.

Liquidity and Capital Resources





Working Capital



                               November 30, 2019       August 31, 2019       Changes ($)
Cash                          $                 -     $               -     $           -
Working capital deficit       $           (50,663 )   $         (32,671 )   $      17,992
Total assets                  $                 -     $               -     $           -
Total liabilities             $            50,663     $          32,671     $      17,992
Total stockholders' deficit   $           (50,663 )   $         (32,671 )   $     (17,992 )

The increase in working capital deficit was primarily attributed to increase in current liabilities. As of November 30, 2019, our current and total liabilities increased by $17,992, from $32,671, as of August 31, 2019, to $50,663. The increase in liabilities is attributable to the increase in due to related party of $17,095, accounts payable and accrued liabilities of $897. As of November 30, 2019, and August 31, 2019, our current assets were $0.





Cash Flows



                                                   Three Months Ended
                                                      November 30,
                                                   2019          2018         Changes ($)

Cash flows used in operating activities $ (17,095 ) $ (1,873 ) $ (15,222 ) Cash flows provided by (used in) investing activities

                                      $        -     $       -     $           -

Cash flows provided by financing activities $ 17,095 $ 1,755 $ 15,340 Net change in cash during period

                $        -     $    (118 )   $         118

Cash Flow from Operating Activities

The net cash used in operating activities for the quarter ended November 30, 2019 was attributed to a net loss of $17,992, offset by an increase in accounts payable and accrued liabilities of $897.





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The net cash used in operating activities for the quarter ended November 30, 2018 was attributed to the gain on write off accounts payable of $23,629, gain on disposition of Zander Therapeutics, Inc. of $188,589 and a net change in operating assets and liabilities of $18,550, partially offset by net income $220,011.

Cash Flow from Investing Activities

During the three months ended November 30, 2019 and 2018, our Company did not have any investing activities.

Cash Flow from Financing Activities

The net cash provided by financing activities for the three months ended November 30, 2019 was attributed to the proceed from the related party of $17,095.

The net cash provided by financing activities for the three months ended November 30, 2018 was attributed to the proceeds from contributed capital of $1,821, offset by repayment of bank overdraft of $66.

As of November 30, 2019 and August 31, 2019, we had no cash.

We believe that we will not be able to satisfy our cash requirements over the next twelve months. The Company seeks to acquire an operating company seeking the perceived advantages of being a publicly held corporation. No assurance can be given that such an acquisition shall occur or, if such an acquisition were to occur, it would occur on terms and conditions beneficial to the Company or its shareholders. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company anticipates that it will be dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Critical Accounting Policies and Estimates





Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. Our significant estimates and assumptions include depreciation, stock-based compensation and the valuation allowance relating to the Company's deferred tax assets.

Off-Balance Sheet Arrangements

As of November 30, 2019, we do not have any off-balance sheet arrangements.

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