10-Q 1 zander033119form10q.htm FORM 10-Q

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 March 31, 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 May 20, 2019 there were 6,793,001 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			As of
	March 31 2019			June 30, 2018
		(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	270,231		$	370,313
Prepaid Expenses, Related Parties		—			66,239
Prepaid Expenses		92,571			650
Due From Related Party					35,000
Due from Former Employee		4,839			—
Note Receivable Related Party		8,500			—
Accrued Interest Receivable		8,811			—
Total Current Assets		384,952			472,202
OTHER ASSETS
Convertible Note Receivabe, Related Party		350,000			—
Investment Securities, Related Party		12,250			—
TOTAL OTHER ASSETS		362,250			—
Total Assets	$	747,202		$	472,202

LIABILITIES
Current Liabilities:
Accounts Payable	$	1,270,556		$	1,087,969
Notes Payable		500,000			—
Accrued Expenses, Related Parties		16,035			—
Accrued Expenses		58,337			11,593
Total Current Liabilities		1,844,928			1,099,562
Total Liabilities	$	1,844,928		$	1,099,562

STOCKHOLDERS' DEFICIT
Common Stock, Authorized 100,000,000, $0.0001 Par Value 6,533,001 shares and 4,758,001 shares issued and outstanding as of March 31, 2019 and June 30, 2018 respectively		653			475
Preferred Stock, $0.0001 par value Authorized 50,000,000 as of March 31, 2019 and June 30, 2018
Series M Preferred Stock, $0.0001 par, Authorized 10,000,000 as of March 31, 2019 and June 30, 2018; 39,000,000 shares outstanding as of March 31, 2019 and 9,000,000 shares outstanding at June 30, 2019		3,900			900
Common Stock subscribed for but unissued , 0 and 100,000 shares as of March 31, 2019 and June 30, 2018 respectively		—			100,000
Series AA Preferred Stock, $0.0001 par, Authorized 1,000,000 200 and 200 shares outstanding as of March 31, 2019 and June 30, 2018 , respectively		—			—
Additional Paid In Capital		2,801,544			1,620,689
Contributed Capital, Related Party		413,878			413,878
Accumulated Deficit		(4,317,701	)		(2,763,302	)
Total Stockholders' Deficit		(1,097,726	)		(627,359	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	747,202		$	472,202.25

The Accompanying Notes are an Integral Part of These Condensed Financial Statements

Zander Therapeutics, Inc
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	March 31, 2019			March 31, 2018			March 31, 2019			March 31, 2018
TOTAL REVENUES	$	—		$	—		$	—		$	—
COSTS AND EXPENSES
Research and Development:
License Fees Due to Related Party		27,425			21,821			82,274			76,670
License Fees		5,619			—			6,187			—
Contract Research Fees		—			290,000			416,636			290,000
Consulting Costs		5,354			—			27,948			150
Total Research and Development		38,398			311,821			533,045			366,820
General and Administrative:
General and Administrative, Paid By Related Party		—			18,000			—			54,000
General and Administrative		307,364			1,992			667,549			8,127
Total General and Administrative		307,364			19,992			667,549			62,127
Rent, Paid By Related Party		—			9,348			—			27,444
Rent		18,000						54,000
Consulting:
Consulting Costs, Paid by Related Party		—			—			—			79,799
Consulting Costs		56,237			54,995			284,539			145,131
Total Consulting		56,237			54,995			284,539			224,930
Total Costs and Expenses		419,999			396,156			1,539,133			681,321

OPERATING LOSS		(419,999	)		(396,156	)		(1,539,133	)		(681,321	)
OTHER INCOME AND EXPENSES
Interest Expense, Related Party		—			(1,136	)		—			(9,835	)
Interest Expense		(1,328	)		—			(1,328	)		—
Interest Income , Related Party		4,448			—			8,811			—
Change in Fair Value of Investment Securities, Related Party		(2,450	)		—			(22,750	)		—
Total Other Income ( Expenses)		671			(1,136	)		(15,266	)		(9,835	)
NET LOSS Before taxes		(419,328	)		(397,292	)		(1,554,399	)		(691,156	)
Income Taxes		—			—			—			—
NET LOSS	$	(419,328	)	$	(397,292	)	$	(1,554,399	)	$	(691,156	)
BASIC AND FULLY DILUTED
LOSS PER SHARE	$	(0.067	)	$	(0.109	)	$	(0.267	)	$	(0.167	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		6,257,720			3,640,792			5,830,437			4,138,038

The Accompanying Notes are an Integral Part of These Condensed Financial Statements

ZANDER THERAPEUTICS, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
For the Nine Months ended March 31, 2018
(unaudited)

	Common				Series M											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, 2017		3,008,001	$	301		7,500,000	$	750	$	120,814	$	100,000		$	228,687		—		—	$	(581,796	)	$	(131,244	)
Common Shares Issued for Cash July 10, 2017		100,000		10		—		—		99,990		(100,000	)		—		—		—		—			—
Common Shares issued for Services July 10, 2017		500,000		50		—		—		—		—			—		—		—		—			50
Preferred Shares issued for Services July 10, 2017		—		—		100,000		10		—		—			—		—		—		—			10
Preferred Shares issued for Services August 21, 2017		—		—		1,400,000		140		—		—			—		—		—		—			140
Preferred Shares issued for Services September 15,2017		—		—		—		—		—		—			—		200		—		—			—
Net Loss Quarter Ended September 30, 2017		—		—		—		—		—		—			—		—		—		(127,228	)		(127,228	)
Additions to Contributed Capital Quarter Ended September 30, 2017		—		—		—		—		—		—			75,646		—		—					75,646
Balance September 30, 2017		3,608,001		361		9,000,000		900		220,804		—			304,333		200		—		(709,024	)		(182,627	)
Common Shares issued for Cash October 30, 2017		900000		90		—		—		899910		—			—		—		—					900,000
Net Loss Quarter Ended December 31, 2017		—		—		—		—		—		—			—		—		—		(166,637	)		(166,637	)
Additions to Contributed Capital Quarter Ended December 31, 2017		—		—		—		—		—		—			58,249		—		—					58,249
Balance December 31, 2017		4,508,001		451		9,000,000		900		1,120,714		—			362,582		200		—		(875,660	)		608,988
Common Shares issued for Cash February 5, 2018		100,000		10		—		—		199,990		—			—		—		—		—			200,000
Common Shares issued for Cash February 27, 2018		150,000		15		—		—		299,985		—			—		—		—		—			300,000
Net Loss for the Quarter Ended March 31, 2018		—		—		—		—		—		—			—		—		—		(397,292	)		(397,292	)
Additions to Contributed Capital Quarter Ended March 31, 2018		—		—		—		—		—		—			27,348		—		—		—			27,348
Balance March 31, 2018		4,758,001	$	476		9,000,000	$	900		1,620,689	$	—		$	389,930		200	$	—	$	(1,272,953	)	$	739,042

The Accompanying Notes are an Integral Part of these Condensed Financial Statements

Zander Therapeutics, Inc
CONDENSED STATEMENT OF SHAREHOLDERS DEFICIT
For the Nine Months ended March 31, 2019
(unaudited)

	Common				Series M											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 2019		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 Income( Loss) Quarter Ended September 30, 2018		—		—		—		—		—		—			—		—		—		(784,596	)		(784,596	)
Balance September 30, 2018		6,033,001		603		9,000,000		900		2,534,688		—			413,878		200		—		(3,547,898	)		(597,829	)
Net Income( Loss) Quarter Ended December 31, 2018				—		—		—		—		—							—		(350,476	)		(350,476	)
Balance December 31, 2018		6,033,001		603		9,000,000		900		2,534,688		—			413,878		200		—		(3,898,374	)		(948,305	)
Shares issued for Services January 29, 2019		—		—		30,000,000		3,000		261,627		—			—		—		—		—			264,627
Shares issued for Interest February 18, 2019		500,000		50		—		—		5,228		—			—		—		—		—			5,278
Net Income( Loss) Quarter Ended March 31, 2019		—		—		—		—		—		—			—		—		—		(419,328	)		(419,328	)
Balance March 31, 2019		6,533,001	$	653		39,000,000	$	3,900		2,801,543	$	—			413,878		200	$	—		(4,317,701	)		(1,097,726	)

The Accompanying Notes are an Integral Part of These Condensed Financial Statements

Zander Therapeutics, Inc
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)


	Nine Months Ended			Nine Months Ended
	March 31, 2019			March 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,554,399	)	$	(691,156	)
Adjustments to reconcile Net Loss to net cash
Stock Issued for Expenses		190,158			162
Increase in Contributed Capital		—			161,241
Change in Fair Value of Investment Securities		22,750			—

Changes in Operating Assets and Liabilities
Increase in Accounts Payable		182,587			—
Increase (Decrease) in Accrued Expenses		62,782			(94,776	)
Decrease in Due from Related Party		35,000			—
(Increase) Decrease in Prepaid Expenses		68,197			(89,568	)
(Increase) in Due from Former Employee		(4,839	)		—
(Increase) in Accrued Interest Receivable		(8,811	)		—
Net Cash Used in Operating Activities		(1,006,582	)		(714,097	)

CASH FLOW FROM INVESTING ACTIVITIES
Issuance of Convertible Note Receivable		(350,000	)		—
Cash Paid for Investment Securities		(35,000	)		—
Issuance of Notes Receivable		(8,500	)		—
Net Cash Used by Investing Activities		(393,500	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash		800,000			1,400,000
Cash Proceeds from Notes Payable		500,000			(107,649	)
Net Cash provided by Financing Activities		1,300,000			1,292,351

Net Increase (Decrease) in Cash		(100,082	)		578,254

Cash at Beginning of Period		370,313			96,005
Cash at End of Period	$	270,231		$	674,259

Supplemental Cash Flow Information:
Interest Paid	$	—		$	—
Income Taxes Paid	$	—		$	—
Supplemental Disclosure of Noncash Investing and Financing Activity
Common Shares issued, previously subscribed and paid for	$	100,000		$	100,000

The Accompanying Notes are an Integral Part of These Condensed Financial Statements

Notes to Condensed Financial Statements

As of March 31, 2019

(unaudited)

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, 2018 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 March 31, 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 March 31, 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.

The Company has assessed that the date of issuance of the stock grant constituted commitment for performance therefore stock grants to nonemployees issued during the period were measured as of the issue date.

The following Summarizes the Company’s issuance of stock for nonemployee services for the quarter ended March 31, 2019:

Series M Preferred Shares
	Number of Shares		Weighted Average Fair Value
Balance January 1, 2019
Unvested Shares		0
Vested Shares		7,500,000		750
Total January 1, 2019		7,500,000		750
Shares Issued Vested		10,000,000		88,209
Balance March 31, 2019		17,500,000		50,727

In determining Fair Value for shares issued to nonemployees an asset based valuation method was utilized , specifically Enterprise Value(Assets Less Cash and Cash Equivalents plus Fair Value of Debt) less Fair Value of Debt. The following inputs were utilized.

10,000,000 of the Series M Preferred Shares of the Company issued on January 29, 2019:

Fair Value of Intellectual Property as of January 29, 2019	5,447
Investment Securities as of January 29, 2019	14,000
Note Receivable	8,500
Interest Receivable	5,744
Convertible Note Receivable	350,000
Prepaid Expenses , Related Party	2,552
Prepaid Unrelated	6,153
Due from Former Employee	4,838
Accounts Payable	1,370,556
Accrued Expenses	68,050
Enterprise Value as of January 29,2019	1,835,840
Less Total Debt	(1,438,606	)
Portion of Enterprise Value attributable to shareholders	397,234
Fair Value per share	0.0088209

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.

	Number of Shares		Weighted Average Fair Value
Balance January 1, 2019
Unvested Shares		0
Vested Shares		1,500,000		150
Total January 1, 2019		1,500,000		150
Shares Issued Vested		20,000,000		176,418
Balance March 31, 2019		21,500,000		164,120

The following Summarizes the Company’s issuance of stock for employee compensation for the quarter ended March 31, 2019:

20,000,000 of the Series M Preferred Shares of the Company issued on January 29, 2019:

Fair Value of Intellectual Property as of January 29, 2019	5,447
Investment Securities as of January 29, 2019	14,000
Note Receivable	8,500
Interest Receivable	5,744
Convertible Note Receivable	350,000
Prepaid Expenses , Related Party	2,552
Prepaid Unrelated	6,153
Due from Former Employee	4,838
Accounts Payable	1,370,556
Accrued Expenses	68,050
Enterprise Value as of January 29,2019	1,835,840
Less Total Debt	(1,438,606	)
Portion of Enterprise Value attributable to shareholders	397,234
Fair Value per share	0.0088209

K. 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 $4,317,701 during the period from June 18, 2015 (inception) through March 31, 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.

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. ( 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.

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

On January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.

On January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.

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.

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 .

The Series A Preferred shares of Regen Biopharma, Inc. described above constitute the Company’s sole investment securities as of March 31, 2019.

As of March 31, 2019:

	3,500,000	Series A Preferred shares of Regen Biopharma, Inc

	Basis			Fair Value		Change in Fair Value		Change in Fair Value during the quarter ended March 31, 2019
$	35,000		$	12,250	$	(22,750)	$	(2,450)

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.

Zander and Regen are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Caven also serve as a Director of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary applications.

NOTE 7: NOTES RECEIVABLE, RELATED PARTY

As of March 31, 2019 Regen Biopharma Inc. is indebted to Zander in the amount of $8,500.

On January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.

On January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.

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.

NOTE 8: NOTES PAYABLE

On February 15, 2019 the Company entered into a promissory note agreement with Brian Devine, the Chairman of the Company’s Business Advisory Board, for the issuance of a Promissory Note in the principal amount of $500,000. As of March 31, 2019 the Company is indebted to Brian Devine in the amount of $500,000.

The principal amount of this Note is due and payable on July 28, 2019.

The Principal Loan Amount may be prepaid by Zander Therapeutics, Inc. (the” Borrower”) , in whole or in part, at the Borrower’s discretion with the following exceptions:

In the event the Borrower shall receive cash as consideration for the sale by the Borrower of the equity securities of the Borrower while any portion of the Principal Loan Amount is outstanding ("Equity Sale") then Borrower shall remit twenty percent of the net proceeds of the first $1,000,000 of the Equity Sale to the Lender as a prepayment of the Principal Loan Amount ("Equity Sale Prepayment''), and thirty percent of the net proceeds of any Equity Sale in excess of $1,000,000 to the Lender as a prepayment of the Principal Loan Amount (" Equity Sale Prepayment"), The Equity Sale Prepayment shall be made no later than 10 days after the net proceeds of the Equity Sale are received by the Borrower and shall not exceed the Principal Loan Amount outstanding as of the date the Equity Sale Prepayment is made by the Borrower to the Lender.

In the event the Borrower shall have borrowed cash through the issuance of one or more promissory notes issued to any entity other than the Lender while any portion of the Principal Loan Amount is outstanding ("Loan Funding") then Borrower shall remit twenty percent of the first $1,000,000 of net proceeds of the Loan Funding to the Lender as a prepayment of the Principal Loan Amount ( "Loan Funding Prepayment"), and thirty percent of the net proceeds of any Loan Funding in excess of $1,000,000 to the Lender as a prepayment of the Principal Loan Amount ("Loan Funding Prepayment). The Loan Funding Prepayment shall be made no later than 10 days after the net proceeds of the Loan Funding are received by the Borrower and shall not exceed the Principal Loan Amount outstanding as of the date the Loan Funding Prepayment is made by the Borrower to the Lender.

The Principal Loan Amount shall bear a one time interest charge of five hundred thousand of the common shares of the Borrower ( “Interest Shares”) which were issued to the Lender during the quarter ended March 31, 2019. The fair value of the Interest shares is being amortized over the life of the Note.

In determining Fair Value for the Interest Shares an enterprise based valuation method was utilized, specifically Enterprise Value(Assets Less Cash and Cash Equivalents plus Fair Value of Debt) less Fair Value of Debt. The Interest Shares were determined to have a Fair Value of $5,278. The following inputs were utilized.

Fair Value of Intellectual Property as of February 19, 2019	5,447
Investment Securities as of February 19, 2019	15,050
Note Receivable	8,500
Interest Receivable	6,800
Due from Former Employee	4,838
Convertible Note Receivable	350,000
Prepaid Expenses	90,024
Accounts Payable	1,270,556
Accrued Expenses, Related Party	3,541
Notes Payable	250,000
Enterprise Value as of February 19,2019	2,004,756
Less : Total Debt	(1,524,097	)
Portion of Enterprise Value attributable to shareholders	480,659
Fair Value per share	0.01055623

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as March 31, 2019:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 6,533,001 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001 par value, 50,000,000 shares authorized of which

(a) 10,000,000 is designated as Series M Preferred Stock: 39,000,000 shares of Series M Preferred Stock are issued and outstanding as of March 31, 2019

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. On April 4, 2019, Zander amended the Certificate of Designation of the Company’s Series M Preferred Stock increasing the authorized shares to 45,000,000.

(b) 1,000,000 is designated as Series AA Preferred Stock: 200 shares of Series AA Preferred Stock are issued and outstanding as of March 31, 2019.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times 10,000 (10,000).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

NOTE 10. STOCK TRANSACTIONS

Common Stock

On February 19, 2019 the Company issued 500,000 of its common shares as a one time interest charge on a $500,000 Promissory Note ( See Note 8)

Series M Preferred Stock

On January 29, 2019 the Company issued 10,000,000 of its Series M Preferred Shares with a fair value of $88,209 to David Koos, the Company’s Chairman and Chief Executive Officer, as compensation for services. ( See Note 1)

On January 29, 2019 the Company issued 10,000,000 of its Series M Preferred Shares with a fair value of $88,209 to Todd Caven, the Company’s Chief Financial Officer, as compensation for services. ( See Note 1)

On January 29, 2019 the Company issued 10,000,000 of its Series M Preferred Shares with a fair value of $88,209 to Dr. Harry Lander as compensation for nonemployee services pursuant to an agreement by and between Dr. Lander and the Company entered into on January 23, 2019 whereby Dr. Lander agreed to provide services as the Company’s Senior Scientific Consultant. Pursuant to the Agreement, Dr. Lander will assist the Company with its development of therapies involving checkpoint NR2F6 and commercial anti-parasitic therapies. ( See Note 1)

The term of the Agreement is from January 25, 2019 to January 24, 2022 and may be extended by mutual consent. Sole consideration to Dr. Lander for services to be provided pursuant to the Agreement shall be the issuance to Dr. Lander by the Company of 10,000,000 shares of the Company’s Series M preferred stock. The compensation shall be recognized over the term of the agreement with the unamortized portion of the compensation to be recognized in Prepaid Expenses.

NOTE 11. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the original issuance of Zander’s quarterly financial statements for the periods ended September 30, 2018 and December 31, 2018 the Company determined that it had improperly accounted for the Related Party Note Receivable entered into on September 30, 2018. The Company had recognized a derivative asset, and a gain on the derivative, of $1,416,666 upon issuance, and a loss on change in fair value of $861,110 during the quarter ended December 31, 2018. The restatements financial statements (to be issued in amended Form 10Qs) include the below adjustments.":

For the Quarter Ended September 30, 2018:

The inclusion in Retained Deficit of $13,033 of Research and Development Expenses incurred by the Company

The inclusion in Accounts Payable of $13,033 of Research and Development Expenses incurred by the Company

The derecognition of a Derivative Asset valued at $1,416,666

The derecognition from Retained Deficit of $1,416,666 of Gain on Derivative

The recognition during the Quarter ended September 30, 2018 of $13,033 of Research and Development Expenses incurred by the Company

The derecognition during the Quarter ended September 30, 2018 of a $1,416,666 of Gain on Derivative

For the Quarter Ended December 31, 2018:

The derecognition of a Derivative Asset valued at $555,555

The derecognition from Retained Deficit of $861,110 of Loss on Derivative

The derecognition during the Quarter ended December 31, 2018 of $861,110 of Loss on Derivative

Cumulative Effect of Restatement of Previously Issued Financial Statements:

For Quarter Ended September 30, 2018
Balance Sheet
	As Originally Presented			Adjustments			As Restated
Derivative Asset, Related Party		1,416,666			(1,416,666	)		0
Accounts Payable		1,342,558			13,033			1,355,591
Accumulated Deficit		(2,125,299	)		(1,429,699	)		(3,554,998	)
Total Stockholder's Equity		824,770			(1,429,699	)		(604,929	)

Statement of Operations
		As Originally Presented			Adjustments			As Restated
Consulting Costs, Research and Development		1,350			13,033			14,383
Total Research and Development		438,775			13,033			451,808
Operating Loss		(804,913	)		(13,033	)		(817,946	)
Change in Value of Derivative Asset		1,416,666			(1,416,666	)		0
Net Income (Loss)		638,003			(1,429,699	)		(791,696	)
Earnings ( Loss) Per Share		0.119			(0.267	)		(0.148	)

Statement of Cash Flow
		As Originally Presented			Adjustments			As Restated
Net Income (Loss)		638,003			(1,429,699	)		(791,696	)
Increase in Accounts Payable		254,589			13,033			267,622
Change in Value of Derivative Asset		(1,416,666	)		1,416,666			0

For Quarter Ended December 31, 2018
Balance Sheet
		As Originally Presented			Adjustments			As Restated
Derivative Asset, Related Party		555,555			(555,555	)		0
Accounts Payable		1,363,802			6,636			1,370,438
Accumulated Deficit		(3,336,182	)		(562,192	)		(3,898,374	)
Total Stockholder's Equity		(386,113	)		(562,192	)		(948,305	)

Statement of Operations
		As Originally Presented			Adjustments			As Restated
Change in Value of Derivative Asset		(861,110	)		861,110			0
Total Other Income ( Expenses)		(896,197	)		861,110			(35,087	)
Net Loss		(1,204,486	)		861,110			(343,376	)
Earnings ( Loss) Per Share		(0.200	)		0.143			(0.057	)

For Six Months Ended December 31, 2018
		As Originally Presented			Adjustments			As Restated
Consulting Costs, Research and Development		22,594			6,636			29,230
Total Research and Development		488,011			6,636			494,647
Operating Loss		(1,119,598	)		(6,636	)		(1,126,234	)
Change in Value of Derivative Asset		555,556			(555,556	)		0
Net Income (Loss)		(572,879	)		(562,192	)		(1,135,071	)
Earnings ( Loss) Per Share		(0.102	)		(0.100	)		(0.202	)

Statement of Cash Flow
		As Originally Presented			Adjustments			As Restated
Net Income (Loss)		(572,879	)		(562,192	)		(1,135,071	)
Increase in Accounts Payable		275,833			6,636			282,469
Change in Value of Derivative Asset		(555,556	)		555,556			0

NOTE 12. SUBSEQUENT EVENTS

On April 4, 2019, Zander amended the Certificate of Designation of the Company’s Series M Preferred Stock increasing the authorized shares to 45,000,000.

On April 15th, 2019 the Company issued 50,000 of its common shares for services.

On April 25, 2019 the Company issued 210,000 shares of its Series M Preferred Stock for services

On May 1, 2019 the Company issued 2,000 shares of its Series AA Preferred Stock to the Company’s Chairman and Chief Executive Officer.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10K for the year ended June 30, 2018. All references to” We”, “Us”, “Company” or the “Company” refer to Zander Therapeutics, Inc.

As of June 30, 2018 we had Cash of $370,313 and as of March 31, 2019 we had Cash of $270,231.

The decrease in cash of approximately 37% is primarily attributable to

(a)

The purchase from Regen Biopharma, Inc. of a Convertible Note receivable for consideration of $350,000

(b)

The lending of $8,500 to Regen Biopharma, Inc. during the quarter ended March 31, 2019

(c)

The cost of operating the Company’s business

Partially offset by:

(a)

the sale of $800,000 of common stock by the Company during the quarter ended September 30, 2018

(b)

The incurrence of $500,000 of Notes payable during the quarter ended March 31, 2019.

As of June 30, 2018 we had amounts Due from Former Employees of 0 and as of March 31, 2019 we had amounts Due from Former Employees of $4,839.

The increase in had amounts Due from Former Employees is attributable to amounts paid but not yet earned to the Company’s former President

As of June 30, 2018 we had Notes Receivable, Related parties of 0 and as of March 31, 2019 we had Notes Receivable, Related parties of $8,500

The increase in Notes Receivable, Related parties is attributable to monies loaned by the Company to Regen Biopharma, Inc. during the quarter ended March 31, 2019.

As of June 30, 2018 we had Accrued Interest Receivable of 0 and as of as of March 31, 2019 we had Accrued Interest Receivable of $8,811.

Accrued Interest Receivable of $8,811 earned during the six months ended March 31 2019 is attributable to interest earned on a convertible promissory note in the principal amount of $350,000 issued to the Company by Regen Biopharma, Inc. on September 30, 2018.

As of June 30, 2018 we had Prepaid Expenses of 650 and as of March 31, 2019 we had Prepaid Expenses of $92,571.

The increase in prepaid Expenses of 141.41% is attributable to:

(a)$5009 prepaid of fees prepaid to a member of the Company’s Business Advisory Board during the nine months ended March 31, 2019.

(b) $82,972 prepaid of fees to the Company’s former president, Dr. Harry Lander, pursuant to an agreement between the Company and Dr. Lander (“Agreement”) whereby Dr. Lander agreed to provide services as the Company’s Senior Scientific Consultant. Pursuant to the Agreement, Dr. Lander will assist the Company with its development of therapies involving checkpoint NR2F6 and commercial anti-parasitic therapies.

(c) The issuance by the Company of 500,000 of the Company’s common shares as a one time interest charge on a $500,000 Note Payable issued by the Company to the Chairman of the Company’s Business Advisory Board resulting in a recognition of an addition to prepaid expenses of $3,950.

As of June 30, 2018 we had Prepaid Expenses to Related parties of $66,239 and as of March 31 , 2019 we had prepaid expenses to Related Parties of $0.

The decrease in Prepaid Expenses to Related parties is attributable to:

(a)

The recognition of $24,931 of expenses during the quarter ended September 30, 2018 attributable to an annual anniversary fee of $100,000 due annually to Regen Biopharma, Inc. pursuant to a license granted to Zander by Regen Biopharma, Inc.

(b)

The recognition of $2,493 of expenses during the quarter ended September 30, 2018 attributable to minimum royalties of $10,000 due annually to Regen Biopharma, Inc. pursuant to a license granted to Zander by Regen Biopharma, Inc.

(c)

The recognition of $24,931 of expenses during the quarter ended December 31, 2018 attributable to an annual anniversary fee of $100,000 due annually originally to Regen Biopharma, Inc. pursuant to a license granted to Zander by Regen Biopharma, Inc.

(d)

The recognition of $2,493 of expenses during the quarter ended December 31, 2018 attributable to minimum royalties of $10,000 due annually originally to Regen Biopharma, Inc. pursuant to a license granted to Zander by Regen Biopharma, Inc.

(c)

The recognition of $24,931 of expenses during the quarter ended March 31, 2019 attributable to an annual anniversary fee of $100,000 due annually originally to Regen Biopharma, Inc. pursuant to a license granted to Zander by Regen Biopharma, Inc.

(d)

The recognition of $2,493 of expenses during the quarter ended March 31, 2019 attributable to minimum royalties of $10,000 due annually originally to Regen Biopharma, Inc. pursuant to a license granted to Zander by Regen Biopharma, Inc.

The recognition of the abovementioned $27,424 of related party expenses resulted in the elimination of the Prepaid Expense to Related Parties balance of $11,390 as of December 31, 2018.

Zander and Regen Biopharma, Inc. are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos and Caven also serve as Directors of Zander Therapeutics, Inc. KCL Therapeutics, Inc. is a wholly owned subsidiary of Regen BioPharma, Inc. and is also under common control with Zander.

As of June 30, 2018 we had Investment Securities of 0 and as of March 31, 2019 we had Investment Securities of $12,250.

On July 3, 2018 Zander purchased the aforementioned 3,500,000 of the Series A preferred Shares of Regen Biopharma, Inc. owned by Entest Group, Inc. from Entest Group, Inc. (“Entest”). The 3,500,000 of the Series A preferred Shares of Regen Biopharma, Inc. purchased by Zander are carried at fair value as of the measurement date which is March 31 2019. Zander and Regen Biopharma, Inc. are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos and Caven also serve as Directors of Zander Therapeutics, Inc.

As of June 30, 2018 we had Convertible Note Receivable of $0 and as of March 31, 2019 we had Convertible Note Receivable of $350,000.

On September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000 (“Note”) to Zander. Consideration for the Note consisted of $350,000. A one time interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months after the effective date of the Note ( September 30, 2018). Zander may extend any maturity date in three month increments at Zander’s sole discretion. Zander and Regen Biopharma, Inc. are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos and Caven also serve as Directors of Zander Therapeutics, Inc.

As of June 30, 2018 we had Accounts Payable of $1,087,969 and as of March 31, 2019 we had Accounts Payable of $1,270,556.

The increase in Accounts Payable of 16.7% is primarily attributable to $410,000 of fees payable to Contract Research Organizations incurred during the quarter ended September 30, 2018 offset by payment of trade obligations during the nine months ended March 31, 2019.

As of June 30, 2018 we had Accrued Expenses of $11,593 and as of March 31, 2019 we had Accrued Expenses of $58,337.

The increase in accrued expenses of 403.2% is primarily attributable to:

(a)

Accrual of $50,001 of salaries unpaid to Company officers during the nine months ended March 31,2019

(b)

Accrual of $6186 of licensing fees payable to Monash University pursuant to an exclusive, royalty bearing, non-transferrable worldwide License granted to the Company to use certain intellectual property owned or controlled by Monash University “(Licensed Intellectual Property”) to research, develop, manufacture, market, use, import, offer for sale and sell drugs and/or therapies for animal health incorporating the Licensed Intellectual Property.

Offset by:

Payment of $9,444 of salary Accrued but unpaid due to the Company’s Chief Executive Officer during the quarter ended September 30, 2018.

As of June 30, 2018 we had Notes payable of $0 and as of March 31, 2019 we had Notes Payable of $500,000.

As of March 31, 2019 the Company is indebted to the Brian Devine, the Chairman of the Company’s Business Advisory Board, in the amount of $500,000.

The principal amount of this Note is due and payable on July 28, 2019.

The Principal Loan Amount may be prepaid by Zander Therapeutics, Inc. ( the “Borrower”) , in whole or in part, at the Borrower’s discretion with the following exceptions:

The Principal Loan Amount shall bears a one time interest charge of five hundred thousand of the common shares of the Borrower ( “Interest Shares”) which were issued to the Lender during the quarter ended March 31, 2019. The fair value of the Interest shares is being amortized over the life of the Note.

As of June 30, 2018 we had Accrued Expenses Due to Related Parties of 0 and as of March 31, 2019 we had Accrued Expenses Due to Related Parties of $16,035.

The recognition of the abovementioned $27,424 of related party expenses during the quarter ended March 31, 2019 resulted in the elimination of the Prepaid Expense to Related Parties balance of $11,390 as of December 31, 2018 and the recognition of a balance of $16,035 of Accrued Expenses Due to Related Parties as of march 31, 2019 .

Material Changes in Results of Operations

Revenues from continuing operations were $0 for the quarter ended March 31, 2019 and -0- for the same period ended 2018. Net Loss was $419,328 for the quarter ended March 31, 2019 while Net Loss was $397,292 for the same period ended 2018.

The increase in Net Losses of approximately 5.5% is primarily attributable to significantly higher General and Administrative expenses and rental incurred during the quarter ended March 31, 2019 as compared to the same period ended 2018 as well as expenses recognized during the period ended 2019 for interest.

Revenues from continuing operations were $0 for the nine months ended March 31, 2019 and -0- for the same period ended 2018. Net Loss was $1,546,233 ,for the nine months ended March 31, 2019 while Net Loss was $691,156 for the same period ended 2018.

The increase in Net Loss of approximately 125.4% is primarily attributable to significantly higher Research and Development, Rental and General and Administrative Expenses recognized during the period ended March 31, 2019 as compared to the same period ended 2018. The Company also recognized an unrealized loss on Investment Securities ( “Change in Fair Value”) for the nine months ended March 31, 2019 as opposed to the same period ended 2018 for which no equivalent expense was recognized.

As of March 31, 2019 we had $270,231 Cash on Hand and Current Liabilities of $1,844,928, such Liabilities consisting of Accounts Payable, Notes Payable and Accrued Expenses.

We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

We currently plan to raise additional funds primarily by offering securities for cash.

On June 12, 2018 Zander Therapeutics, Inc. ( the “Company”) entered into an agreement with Dakoy Capital Markets, LLC whereby the Company retained the services of Dakoy Capital Markets, LLC (“Placement Agent”) to assist the Company in offering of shares of the Company (the “Securities” or “Shares”) for sale on a best efforts basis (“Offering”) . Placement Agent is obligated to use its best efforts to introduce the Company to accredited investors, which may include corporations, partnerships, mutual funds, hedge funds, investment partnerships, securities firms, lending and other institutions and entities, as well as select high net worth individuals (collectively, the “Purchasers”) for the purposes of participating in the Offering. The Company retains the right to employ other agents in connection with the sale of the Securities and the Offering is anticipated to commence within 30 days of the execution of the abovementioned agreement.

As compensation for its activities, the Placement Agent shall be paid a commission as follows:

Cash commission in an amount equal to seven percent (7%) of the total principal amount of gross proceeds of any Securities purchased by investors first introduced to the Company by the Placement Agent (“PA Investors”) and accepted by the Company (such persons being hereinafter referred to as the “PA Investor(s)”), and

Options exercisable for five (5) years from the date the Offering closes, to purchase that number of Shares equal to five percent (5%) of the number of Shares of Company sold in the Offering to PA Investors (the “Options Compensation” and together with the Cash Compensation, the “Placement Agent Compensation”). Such options shall be granted at each Closing at an exercise price per share equal to the price of the shares paid by the investors in the Offering. Such Option Compensation shall provide, among other things that the options shall:

1. expire five (5) years from the date of issuance; and

2. provide for “cashless” exercise; and

3. such other terms as are normal and customary for warrants issued to placement agents, including the same registration rights and other rights received by the investors in the Offering.

There is no guarantee that we will be able to raise any capital through any type of offerings. We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.

During the quarter ended September 30, 2018 Zander raised $800,000 by the sale of securities for cash. During the quarter ended March 31, 2019 the company raised $500,000 through the issuance of a Note Payable to the Chairman of the Company’s Business Advisory Board.

As of May 29, 2019 we are not party to any binding agreements which would commit us to any material capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Todd S. Caven who is the Company’s Chief Financial Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on January 1, 2019 and ending on March 31, 2019, David Koos and Todd S. Caven , who serve as the Company’s Principal Executive Officer and Principal Financial Officer respectively, have determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock

On February 19, 2019 the Company issued 500,000 of its common shares (Shares) as a one time interest charge on a $500,000 Promissory Note.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

On April 15th, 2019 the Company issued 50,000 of its common shares ( Shares) for services.

Series M Preferred Stock

On January 29, 2019 the Company issued 10,000,000 of its Series M Preferred Shares (“Shares”) to David Koos, the Company’s Chairman and Chief Executive Officer, as compensation for services.

On January 29, 2019 the Company issued 10,000,000 of its Series M Preferred Shares (“Shares”) to Todd Caven, the Company’s Chief Financial Officer, as compensation for services.

On January 29, 2019 the Company issued 10,000,000 of its Series M Preferred Shares (“Shares”) to Dr. Harry Lander as compensation for nonemployee services pursuant to an agreement by and between Dr. Lander and the Company entered into on January 23, 2019 whereby Dr. Lander agreed to provide services as the Company’s Senior Scientific Consultant. Pursuant to the Agreement, Dr. Lander will assist the Company with its development of therapies involving checkpoint NR2F6 and commercial anti-parasitic therapies.

On April 25, 2019 the Company issued 210,000 shares of its Series M Preferred Stock (“Shares”) for services

Series AA Preferred Stock

On May 1, 2019 the Company issued 2,000 shares of its Series AA Preferred Stock (“Shares”) to the Company’s Chairman and Chief Executive Officer as consideration for services

Item 6. EXHIBITS

31.1	Certification of Chief Executive Officer
31.2	Certification of Acting Chief Financial Officer
10.1	Agreement with Harry Lander (a)
10.2	Agreement with John Lazor (b)
10.3	Note Payable
10.4	Agreement with David Cheresh (c)
10.5	Agreement with Judith Varner (d)
3(i)	Amendment to Certificate of Designation of the Company’s Series M Preferred Stock (e)
10.6	Agreement with Bandwidth Capital Partners

(a) incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed 1/25/2019

(b) incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed 4/12/2019

(d) incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed 4/25/2019

(e) incorporated by reference to Item 5.03 of the Company’s Form 8-K filed 4/8/2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on May 29,2019.

			Zander Therapeutics, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Principal Executive Officer
	Date:		May 29, 2019

			Zander Therapeutics, Inc.

	By:		/s/ David R. Koos
	Name:		David R. Koos
	Title:		Chairman, Director
	Date:		May 29, 2019

			Zander Therapeutics, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Caven
	Title:		Principal Financial Officer
	Date:		May 29, 2019

			Zander Therapeutics, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Koos
	Title:		Principal Accounting Officer
	Date:		May 29, 2019

			Zander Therapeutics, Inc.

	By:		/s/ Todd S. Caven
	Name:		Todd S. Koos
	Title:		Director
	Date:		May 29, 2019