United States Securities and Exchange Commission

Washington, D.C.  20549

Form 10-K

 ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ending June 30, 2019

 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from ___________ to ___________.

Commission file number: 333-220790

ZANDER THERAPEUTICS, INC.

(Name of small business issuer in its charter)

4700 Spring Street, Suite 304, La Mesa, California, 91942

(Address of Principal executive offices)

Issuer’s telephone number: ( 619) 702-1404 

_______________

Securities registered under Section 12(b) of the “Exchange Act” None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  

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 ☐ 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: $N/A

As of August 14, 2019 Zander Therapeutics, Inc. had 6,583,001 common shares outstanding, 39,210,000 Series M preferred shares outstanding and 2,200 Series AA preferred shares outstanding.

In this annual report, the terms “Zander Therapeutics, Inc.. ”, “Zander”,  “Company”, “we”, or “our”, unless the context otherwise requires, mean Zander Therapeutics, Inc., a Nevada corporation.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements.  Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

PART I 

Item 1. Business

We were incorporated June 18, 2015 under the laws of the State of Nevada. We intend 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. As of August 15, 2019 we have not licensed, developed or commercialized any existing veterinary medical therapies, however we have licensed certain intellectual properties from KCL Therapeutics, Inc. , a company under common control with us, and these intellectual properties comprise the therapeutic concept behind ZAN-100 and ZAN-200, two therapies in early stage development by the Company.

License Granted By Regen Biopharma, Inc.

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 for non-human veterinary therapeutic use for a term of fifteen years. The Agreement was amended on September 12, 2017 to grant an exclusive worldwide right and license for the development and commercialization of all intellectual property controlled by Regen exclusive of trademarks (“License IP”) for non-human veterinary therapeutic use. The Agreement was further amended on December 15, 2017 excluding intellectual property licensed to Regen by Benitec Australia, Ltd from the license grant to the Company as well as rights to US Patent #8389708 and US Patent #8263571.

Pursuant to the Agreement, The Company shall pay to Regen a 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 15th, 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 or in common stock of Enteat Group, Inc. (“ENTB”) valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance. Entest Group, Inc. is under common control with Zander.

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 Quarter.

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. 

License Granted by Monash University

On December 22, 2018 Monash University (“Monash”) granted to the Company an exclusive, royalty bearing, non-transferrable worldwide License to research, develop, manufacture, market, use, import, offer for sale and sell “Licensed Product” (as the term Licensed Product is defined in the License) for utilization in animal health applications (“Field”) .

Licensed Product is defined in the License as any product, service, article or thing produced which:

Licensed Technology is defined in the License as certain carboxamide compounds, oxadiazole-pyrrolidine compounds and quinoxaline compounds licensed to the Company as well as any unpatented technical know how and technical information that directly and solely relate to the preceding compounds as of the date of the grant of the License.

Licensed Intellectual Property is defined in the License as all specifications, technical and scientific information and any commercially valuable information or know how relating to the Licensed Technology and specifically regarding its use within the Field which is in the free possession or control of Monash.

Pursuant to the License, the Company is obligated with regards to the following:

Royalties:

2% of Net Sales of Licensed Products sold by Company and its Affiliates (Direct Royalties)

Annual Maintenance Fee:

An Annual Maintenance Fee of $25,000 is due and payable by the Company within 30 days of each anniversary of the Commencement Date for the duration of the Term of the License.

Milestone Payments:

Upon demonstration of acceptable efficacy and toxicity profiles of a Licensed Product in target animal species the Company shall pay to Monash the sum of $25,000

Upon first submission of a marketing application (New Animal Drug Application or Conditional New Animal Drug Application) to the United States Food and Drug Administration for Licensed Product the Company shall pay to Monash the sum of $50,000.

Upon first commercial sale of a Licensed Product the Company shall pay to Monash the sum of $100,000

Sub Licensing:

The License permits the Company to sublicense its rights pursuant to the license with the written consent of Monash.

The following percentage of licensing income received by the Company will be due and payable to Monash with regard to any intellectual property sublicensed by the Company pursuant to the License

The Term of the License is from commencement to:

where a Patent encompassing any of the Licensed Technology has been granted in a country- the date of expiration of the last to expire Patent granted in that country;

where a Patent encompassing any of the Licensed Technology has not been granted in a country - the date of expiration of the last to expire Patent granted in any country; or

where no Patent encompassing any of the Licensed Technology has been granted in any country - 20 years after the date of this agreement,

unless terminated sooner in accordance with the provisions of the License.

The License also obligates the Company to enter into a separate agreement between the Parties (the Research Services Agreement), which will outline the terms of further research services to be conducted by or on behalf of Monash, including, without limitation, the scope of the research services and the fees payable for the research. The License provides no deadline for entering into such an agreement. As of August 14, 2019 the Company has yet to enter into the aforementioned Research Services Agreement.

The Company intends to develop veterinary anti parasitic therapies from the Licensed Technology.

As of August 14, 2019, we have not licensed, developed or commercialized any existing veterinary medical therapies. Intellectual properties licensed to Zander by KCL Therapeutics, Inc., a company under common control with us, comprise the therapeutic concept behind ZAN-100 and ZAN-200, two therapies in early stage development by Zander.

NR2F6

Both of Zander’s products under development will operate through either inhibition or activation by small (low molecular weight) molecules of the nuclear receptor NR2F6. Nuclear receptors are a class of proteins found within cells that are responsible for sensing certain other molecules. In response, these receptors work with other proteins to regulate the expression of specific genes.

ZAN-100

ZAN-100 is intended to be a veterinary cancer therapy. In the opinion of Zander, the studies performed by Hermann-Kleiter et al. (The Nuclear Orphan Receptor NR2F6 Is a Central Checkpoint for Cancer Immune Surveillance. Cell Reports 12, 2072–2085 (2015)) demonstrate that the inhibition of NR2F6 in T cells may yield anti-cancer benefits in companion animals. The studies indicate that, in the presence of NR2F6, T cell activation is limited within the tumor microenvironment. Zander believes that inhibition of NR2F6 removes a barrier to the animal’s own immune system’s ability to attack cancer cells. ZAN-100 is intended to be a small molecule therapy whose mode of action will be the inhibition of NR2F6.

High throughput screening assays conducted for Regen Biopharma, Inc. (the original licensor of the intellectual property which forms the basis for Zander’s products in development) between July and September of 2016 on thirty thousand compounds yielded four newly discovered small molecule compounds which (a) can bind to the relevant structure in a cellular system and (b) show evidence of the ability to modulate the effects of NR2F6.

ZAN-200

ZAN-200 is intended to be a veterinary arthritis therapy. Rheumatoid arthritis is an immune-mediated disease. This means it is caused by an overreaction of the immune system. In rheumatoid arthritis, the body mistakes some of its own protein for foreign protein. It then makes antibodies against its own protein. In the opinion of Zander, suppression of the immune system through activation of NR2F6 in those immune cells would be an effective therapy. ZAN-200 is intended to operate by activating NR2F6 in the animals’ immune cells.

Ex-vivo assays were performed using immune cells from five dog blood samples. Data derived from those tests demonstrated the ZAN-200 may inhibit T cell activation and production of cytokines, particularly IL-17 and IL-2. IL-17 and IL-2 have been shown to create inflammatory responses leading to arthritic conditions.

We have filed applications with the United States Patent and Trademark Office for patent protection with respect to internally developed intellectual property covering our products in development. As of August 14 , 2017 the following patent protection has been granted to intellectual property developed by Zander by the United States Patent and Trademark Office:

Patent # 1003227

Canine autologous immunotherapy using dendritic cell induced cancer killing immunocytes

compositions of matter, protocols, and treatment means for induction of immune mediated killing in dogs suffering from cancer. The invention provides means of extracting peripheral blood from a canine patient, expanding immunocytes capable of killing cancer cells in vitro, and re-administering said immunocytes into a patient in need of therapy. 

Neither the Company nor Zander has undertaken any discussions with any pharmaceutical companies regarding the commercialization of any products under development. None of Zander or the Company’s products have been approved by any regulatory body for marketing within the United States or anywhere else. No assurance can be given that all or any of Zander’s currently planned products will ever be commercialized. 

Development Conducted to Date

High Throughput Screening Assay

Initial high throughput screening assays were performed in July to September of 2016 by the contract research organization Proteros, GMBH for Regen Biopharma, Inc. This assay is based on Regen Biopharma Inc.’s screening assay whereby the full-length or ligand-binding domain of NR2F6 Reporter gene assays are used to screen for compounds that modulate gene expression via binding to nuclear hormone receptors. Transfer of this assay to ChemDiv, Inc., another contract research organization, by Regen Biopharma, Inc. was effected in January, 2017.

In molecular biology, a reporter gene is a gene that researchers attach to a regulatory sequence of another gene of interest in bacteria, cell culture, animals or plants. Certain genes are chosen as reporters because the characteristics they confer on organisms expressing them are easily identified and measured, or because they are selectable markers. Reporter genes are often used as an indication of whether a certain gene has been taken up by or expressed in the cell or organism population.

High Throughput Screens (HTS) are recent scientific methods in which hundreds of thousands of experimental samples are subjected to simultaneous testing under given conditions. Through this process one can rapidly identify active compounds, antibodies, or genes that modulate a particular biomolecular pathway. The results of these experiments provide starting points for drug design and for understanding the interaction or role of a particular biochemical process in biology.

HTS performed on behalf of Regen Biopharma, Inc. have been ongoing as of September 9, 2016. As of September 9, 2016 four newly discovered small molecule compounds which (a) can bind to the relevant structure in a cellular system and (b) show evidence of the ability to modulate activity of NR2F6 have been discovered.

Results of any studies conducted by Regen Biopharma, Inc. are being made available to Zander Therapeutics, Inc. for use in veterinary drug development and commercialization.

Ex Vivo Assay

Ex-vivo assays were performed using immune cells from canine blood samples from five dogs. The samples were treated with compound at various concentrations and the supernatant assayed for the presence of various cytokines using ELISA-based assays. Enzyme-linked immunosorbent assay (ELISA is a biochemical technique used mainly in immunology to detect the presence of an antibody or an antigen in a sample). These assays were commenced in May, 2017 and are ongoing as of September 14, 2018.

Data derived from the five dog study indicated that the ZAN-200 series drugs could inhibit T cell activation and production of cytokines, particularly IL-17 and IL-2. IL-17 and IL-2 have been shown to create inflammatory responses leading to arthritic conditions.

Distribution methods of the products or services:

It is anticipated that Zander will enter into licensing and/or sublicensing agreements with outside entities in order that Zander may obtain royalty income on the products and services which it may develop and commercialize.

Competitive business conditions and Zander's competitive position in the industry and methods of competition

We have yet to achieve revenues or profits. The veterinary pharmaceutical industry in which we intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do.

We intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive advantage  may be developed and commercialized .

To that effect, Zander has entered into nonemployee consulting agreements with individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to Zander in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and complete a project in the most cost effective and rapid manner.

These individuals are as follows:

Brian Devine

Mr. Brian Devine has agreed to act as Chairman of Zander’s Business Advisory Board.

Mr. Devine has served as Chairman Emeritus of Petco Holdings, Inc. from March 2016 to October 2016, Chairman of the Board of Directors of Petco Animal Supplies Stores, Inc. from 1994 until March 2016 and as President and Chief Executive Officer of PETCO Animal Supplies, Inc. from 1990 until 2004.

On June 21, 2017 Zander entered into an agreement (“Agreement”) with Mr. Brian Devine whereby Mr. Devine shall serve as Chairman of Zander’s Business Advisory Board.

The term of the Agreement shall commence on June 23, 2017 and shall expire on June 23, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement:

Pursuant to the Agreement:

Dr. Thomas Donnelly, DVM

Dr. Thomas Donnelly has agreed to act as a Senior Veterinary Advisor to Zander. Dr. Donnelly is a board-certified specialist in the field of laboratory animal medicine, an Adjunct Associate Professor at Tufts University Cummings School of Veterinary Medicine and a Professor at Ecole Nationale Veterinaire d’Alfort, a French public institution of scientific research and higher education in veterinary medicine.

On August 7, 2017 Zander entered into an agreement (“Agreement”) with Dr. Donnelly whereby Dr. Donnelly shall serve as Senior Veterinary Advisor to Zander. The term of the Agreement shall be from August 17, 2017 and shall expire on August 16, 2018. The term of this Agreement may be extended by mutual consent.

Pursuant to the Agreement:

As consideration for his services pursuant to this Agreement, Dr. Donnelly received 500,000 of Zander’s Series M Preferred Shares on August 21, 2017.

Dr. Donnelly is also party to another agreement between Entest Group, Inc. and Dr. Donnelly (“ENTB Agreement”) whereby Dr. Donnelly shall provide similar services to Zander as those to be provided under the Agreement.

Consideration pursuant to the ENTB Agreement was 100,000 shares of the Series B Preferred Stock of ENTB (“Compensation Shares”).Within 30 business days subsequent to the effective date of a Registration Statement filed under the Securities Act of 1933, as amended, registering common shares of Zander (“Zander Registration Statement”) Donnelly shall have the right to exchange up to the total number of the Compensation Shares issued pursuant to the terms and conditions of the ENTB Agreement for an equivalent number of the common shares of Zander Therapeutic, Inc. six months subsequent to the date that the Zander Registration Statement is declared effective by the United States Securities and Exchange Commission. The term of the ENTB Agreement is March 1, 2017 to February 29, 2019.

Dr. Thomas Ichim, PhD Senior Research Consultant

Dr. Thomas Ichim has agreed to act as Senior Research Consultant to Zander. Dr. Ichim has served as a director and as President of Creative Medical Technology, Inc. since February 2016, and has served Chief Scientific Officer of Creative Medical Technology Holdings, Inc. since March 2017. Between 2007 and 2015 Dr. Ichim served as Chief Science Officer, Chief Executive Officer, President, and member of the Board of Directors of MediStem Inc., a San Diego-based company engaged in development of endometrial regenerative cells which was acquired in 2014 by Intrexon Corporation. From 2004 until 2007 he served as program manager for biorasi LLC, a clinical research organization. Between October 2012 and September 2015 Dr. Ichim served as Chief Scientific Officer and Director of research at Regen Biopharma, Inc., a company under common control with Zander. Thomas Ichim serves at will and is not party to a consulting contract with Zander.

Debbie Dorsee Director of Business Development

Ms. Debbie Dorsee has agreed to act as Director of Business Development for Zander. Ms. Dorsee is the founder and principal officer of the Dorsee Company, a San Diego based public relations firm. Debbie Dorsee serves at will and is not party to a consulting contract with Zander.

Dr. Linda L. Black, DVM, PhD

Dr. Linda L. Black has agreed to act as a Senior Veterinary Advisor to Zander.

On March 20, 2017 the Company entered into an agreement (“Agreement”) with Dr. Black whereby Dr. Black shall serve as Senior Veterinary Advisor to Zander. The term of the Agreement shall be from March 20 2017 and shall expire on March 19, 2018. The term of this Agreement may be extended by mutual consent.

Pursuant to the Agreement:

Dr. Black currently serves as Chief Operating Officer and Vice President of Clinical Science for Medicus Biosciences, a biotech company focused on drug delivery for ophthalmology, advanced wound healing, osteoarthritis, and regenerative medicine applications both veterinary and non-veterinary.

On June 20th, 2017 Zander issued 500,000 of Zander’s Series M Preferred shares as consideration for services provided by Dr. Black to Zander.

Jonathan Baell, Ph.D.

On August 16th 2017 Professor Jonathan Baell entered into an agreement (“Agreement”) with Zander whereby, pursuant to the Agreement:

The term of the Agreement is from August 17, 2017 to August 18, 2018. Baell was issued 400,000 of Zander’s Series M Preferred stock pursuant to the terms of the Agreement. 100,000 of Zander’s Series M Preferred stock was issued to Baell prior to entering into the Agreement.

Prof. Jonathan Baell, Ph.D. is a Larkins Fellow, Co-Director of the Australian Translational Medicinal Chemistry Facility and an National Health and Medical Research Council Senior Research Fellow at Monash Institute of Pharmaceutical Sciences (MIPS) located in Australia.

Robin Gasser Ph.D., BVM, DVM, DVSc

On August 7th 2017 Professor Robin Gasser entered into an agreement (“Agreement”) with Zander whereby, pursuant to the Agreement:

(a)Gasser shall advise Zander on various nominal matters regarding veterinary ''Nominal" is defined as periodic conversations in which Gasser is asked for a referral to an appropriate researcher on a specific topic or input on research data Zander is developing.

(b)In the event Gasser is requested to provide research services, such services will be negotiated separately between Gasser and Zander.

The term of the Agreement is from August 17, 2017 to August 16, 2018. Gasser was issued 500,000 of Zander’s Series M Preferred stock pursuant to the terms of the Agreement.

Prof. Gasser is a Professor at the University of Melbourne Faculty of Veterinary Science and serves as President of the Australian Society for Parasitology

Joey Herrick

On July 29, 2018 Zander entered into an agreement (“Agreement”) with Mr. Joey Herrick whereby Mr. Harrick shall serve as a member of Zander’s Business Advisory Board.

The term of the Agreement shall expire on November 15, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement:

Pursuant to the Agreement:

(i) Mr. Harrick received 250,000 of the common shares of Zander.

(ii) In the event that an Advisory Candidate identified and introduced by Mr. Harrick to Zander serves as a member of the Business Advisory Board of Zander, Mr. Harrick shall receive, ten business days subsequent to the completion of 12 months service by the Advisory Candidate as a member of the Business Advisory Board of Zander, a fee paid in the common shares of Zander, equal to 5% of any shares of Zander issued to the Advisory Candidate.

Mr. Harrick was previously the founder and president of Natural Balance Pet Foods. Mr Harrick is the founder of the Lucy Pet Foundation

On January 23, 2018 Dr. Harry Lander and the Company entered into an agreement (“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.

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.

Dr. .Lander received an MBA in Finance from The New York University Stern School of Business in New York City in 2001 and a Ph.D. in Biochemistry from the Cornell University Graduate School of Medical Sciences in 1992. Dr. Lander has also earned a Bachelor of Science in Biochemistry and a Bachelor of Science in Chemistry from State University of New York at Stony Brook in 1987.

On April 10, 2019 Zander Therapeutics, Inc. (“Zander”) entered into an agreement (“Agreement”) with Mr. John Lazor whereby Mr. Lazor shall serve as a member of Zander’s Business Advisory Board.

The term of the Agreement shall commence on April 15, 2019 and expire on April 15, 2022. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement:

Pursuant to the Agreement:

(i) Mr. Lazor received 50,000 of the common shares of Zander.

(ii) In the event that an Advisory Candidate identified and introduced by Mr. Lazor to Zander serves as a member of the Business Advisory Board of Zander, Mr. Lazor shall receive, ten business days subsequent to the completion of 12 months service by the Advisory Candidate as a member of the Business Advisory Board of Zander, a fee paid in the common shares of Zander, equal to 5% of any shares of Zander issued to the Advisory Candidate.

On April 18, 2019 Zander Therapeutics, Inc. (“Zander”) entered into an agreement (“Agreement”) with Dr. David Cheresh, PhD whereby Dr. Cheresh shall serve as a member of Zander’s Scientific Advisory Board.

The term of the Agreement shall commence on April 22, 2019 and expire on April 21, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement, Dr. Cheresh shall advise Zander on various nominal matters regarding veterinary biotechnology. "Nominal" is defined as periodic conversations in which Dr. Cheresh is asked for a referral to an appropriate researcher on a specific topic or input on research data the company is developing. In the event Dr. Cheresh is requested to provide research services, such services will be negotiated separately between Dr. Cheresh and Zander.

Pursuant to the Agreement, Dr. Cheresh shall receive as consideration 100,000 shares of the Series M Preferred Stock of Zander Therapeutics Inc. 

On April 24, 2019 Zander Therapeutics, Inc. (“Zander”) entered into an agreement (“Agreement”) with Dr. Judith Varner , PhD whereby Dr. Varner shall serve as a member of Zander’s Scientific Advisory Board.

The term of the Agreement shall commence on April 24, 2019 and expire on April 23, 2020. The term of the Agreement may be extended by mutual agreement.

Pursuant to the Agreement, Dr. Varner shall advise Zander on various nominal matters regarding veterinary biotechnology. "Nominal" is defined as periodic conversations in which Dr. Varner is asked for a referral to an appropriate researcher on a specific topic or input on research data the company is developing. In the event Dr. Varner is requested to provide research services, such services will be negotiated separately between Dr. Varner and Zander.

Pursuant to the Agreement, Dr. Varner received as consideration 100,000 shares of the Series M Preferred Stock of Zander Therapeutics Inc. 

Of the abovementioned advisory board members whose agreements have expired, none have resigned from their respective advisory boards.

Sources and availability of raw materials and the names of principal suppliers

The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

Other than

The Company has not been granted any license to develop and commercialize any third party intellectual property.

The Company has been granted one patent by the United States Patent and Trademark Office :

U.S. Patent # 1003227

CANINE AUTOLOGOUS IMMUNOTHERAPY USING DENDRITIC CELL INDUCED CANCER KILLING IMMUNOCYTES

compositions of matter, protocols, and treatment means for induction of immune mediated killing in dogs suffering from cancer. The invention provides means of extracting peripheral blood from a canine patient, expanding immunocytes capable of killing cancer cells in vitro, and re-administering said immunocytes into a patient in need of therapy.

Certain intellectual property licensed to the Company by KCL Therapeutivs, Inc. has been granted patent protection (“Patented IP”). The Patented IP is as follows:

US Patent #9091696

MODULATION OF NR2F6 AND METHODS AND USES THEREOF

The application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount of a NR2F6 modulator.

The Patent granted is a Utility patent.

The Patent expires on November 16, 2029.The product candidates to which US Patent #9091696 relates include ZAN 100 and ZAN 200.

US Patent # 10088485

METHODS OF SCREENING COMPOUNDS THAT CAN MODULATE NR2F6 BY DISPLACEMENT OF A REFERENCE LIGAND

compositions of matter, protocols and methods of screening test compounds to identifying agonists and antagonists of the orphan nuclear receptor NR2F6 by measuring the ability of a test compound to occupy the active site of NR2F6, in the presence of a reference compound.

The Company has no trademarks.

The Company is not party to any binding labor contracts.

Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business

The Center for Veterinary Medicine (“CVM”) at the United States Food and Drug Administration (“FDA”) regulates animal pharmaceuticals under the Food, Drug and Cosmetics Act. Our current proposed products are animal pharmaceuticals regulated by the CVM. Manufacturers of animal health pharmaceuticals must show their products to be safe, effective and produced by a consistent method of manufacture. The new animal drug approval process is complicated. Before a new animal drug may receive FDA approval, the sponsor must establish that the new animal drug is safe and effective. Drug sponsors must submit a New Animal Drug Application (NADA) along with supporting data, including all adverse effects associated with the drug's use. The NADA must also include information on the drug's chemistry; composition and component ingredients; manufacturing methods, facilities, and controls; proposed labeling; analytical methods for residue detection and analysis if applicable; an environmental assessment; and other information. The sponsor of a new animal drug is responsible for submitting all appropriate data to establish effectiveness and safety. If the drug product is intended for use in a food-producing animal, residues in food products must also be established as safe for human consumption. FDA review of the NADA submitted by drug sponsors is extremely detailed and comprehensive. The CVM’s basis for approving a drug application is documented in a Freedom of Information Summary. . We will be required to conduct post-approval monitoring of FDA approved pharmaceutical products and to submit reports of product quality defects, adverse events or unexpected results to the CVM’s Surveillance and Compliance group. No assurance may be given that ZAN-100, ZAN-200 or any new animal drug product which the Company may develop will be approved by the FDA to be marketed and sold. Regulatory authorities in countries outside of the United States and Europe also have requirements for approval of veterinary drug candidates with which we must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a product candidate in one country does not ensure that we will be able to obtain regulatory approval in any other country.

Amount spent during the last fiscal year on research and development activities

During the fiscal year ended June 30, 2019 we expended $574,404 on research and development activities.

Costs and effects of compliance with environmental laws (federal, state and local);

Zander has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.

Number of total employees and number of full-time employees

As of August 14, 2018, Zander has 3 employees, of which 2 employees devote an average of 25 hours a week to the affairs of the Company and of which one is full time.

Properties

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941. This space was provided to the Company by Entest Biomedical, Inc. on a month to month basis free of charge until July 5, 2018.

On July 3, 2018 Zander entered into a sublease agreement with Entest Biomedical, Inc. whereby Zander would sublet the aforementioned office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from Entest Biomedical, Inc. on a month to month basis for $6,000 per month beginning July 5, 2018.

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

On November 16, 2018 Zander entered into a sublease agreement with BST Partners (“BST”) whereby Zander would sublet the aforementioned 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.

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There has never been and there currently is no public market for our securities. We anticipate applying for trading of our common stock on the over the counter bulletin board (OTC BB) or the OTCQB Tier operated by OTC Markets Group , however, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

The stockholders' equity section of the Company contains the following classes of capital stock as August 14, 2019:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 6,583,001 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) 45,000,000 is designated as Series M Preferred Stock: 39,210,000 shares of Series M Preferred Stock are issued and outstanding as of August 14, 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).

(b) 1,000,000 is designated as Series AA Preferred Stock: 2,200 shares of Series AA Preferred Stock are issued and outstanding as of August 14, 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.

Holders

As of August 13, 2018 there were approximately 103 holders of our Common Stock. 

Dividends

No cash dividends were paid during the fiscal year ending June 30.2018. We do not expect to declare cash dividends in the immediate future.

Recent Sales of Unregistered Securities

Common Stock 

On July 12, 2018 Zander sold 50,000 of its common shares for consideration of $100,000.

On August 21, 2018 the Company sold 500,000 of its common shares for consideration of $500,000.

On August 21, 2018 the Company sold 50,000 of its common shares for consideration of $100,000.

On September 6, 2018 the Company issued 250,000 of its common shares to a member of the Company’s Business Advisory Board as consideration for services.

On September 6, 2018 the Company issued 100,000 of its common shares for consideration of $100,000.

On September 6, 2018 the Company issued 50,000 of its common shares for consideration of $100,000.

On September 13, 2018 the Company issued 275,000 of its common shares to the Chairman of the Company’s Business Advisory Board as consideration for services.

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.

On April 15, 2019 the Company issued 50,000 of its common shares to a member of the Company’s Business Advisory Board as consideration 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 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 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.

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.

On May 1, 2019 the Company issued 10,000 of its Series M Preferred Shares to a member of the Company’s Business Advisory Board as consideration for services.

On May 1, 2019 the Company issued an aggregate of 200,000 of its Series M Preferred Shares to two members of the Company’s Scientific Advisory Board as consideration for services.

Series AA Preferred Stock

On May 6, 2019 the Company issued 2,000 of its Series AA Preferred Shares to David Koos, the Company’s Chairman and Chief Executive Officer, as compensation for services.

All of the abovementioned equities (“Shares”) were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

With regard to Shares issued for cash consideration, the consideration was utilized for general corporate purposes.

Item 6. Selected Financial Data

As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

As of June 30, 2018 we had Cash of $370,313 and as of June 30, 2019 we had Cash of $28,124

The decrease in cash of approximately 92.41% is primarily attributable to

partially offset by :

As of June 30, 2018 we had Prepaid Expenses to Related Party of $66,239 and as of June 30, 2019 we had Prepaid Expenses to Related Party of $0.

The decrease in Prepaid Expenses to Related parties is attributable to the recognition during the year ended June 30, 2019 of $100,000 of expenses attributable to the recognition of an annual anniversary fee of $100,000 due annually pursuant to a license granted to Zander originally by Regen Biopharma, Inc and the recognition of $10,000 of expenses attributable to minimum royalties of $10,000 due annually pursuant to a license originally granted to Zander by Regen Biopharma, Inc.

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 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 Prepaid Expenses of 650 and as of June 30, 2019 we had Prepaid Expenses of $ $83,895.

The increase in Prepaid Expenses of approximately 12,807% is primarily attributable to $83,261 prepaid to consultants for services to be provided in future periods.

As of June 30, 2019 we had $1,942 of cash due from an employee of the Company and as of June 30, 2018 we had 0 of cash due from an employee of the Company.

The increase in cash due from an employee of the Company is attributable to PayPal erroneously charging the Company’s account for personal purchases made by the Company’s Chief Executive Officer. This amount due was repaid to the Company subsequent to the Company’s fiscal year end.

As of June 30, 2018 we had no Notes Receivable from Related Parties and as of June 30, 2019 we had $56,900 of Notes Receivable from Related Parties.

The increase in Notes Receivable from Related parties is attributable to the following loans made by the Company to Regen Biopharma, Inc., (“Regen”) a company under common control with us:

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.

On April 11, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable April 11, 2020.

On April 30, 2019 Zander loaned $20,000 to Regen. The loan bears simple interest at 10% and is due and payable April 30, 2020.

On May 3, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 3, 2020.

On May 9, 2019 Zander loaned $400 to Regen. The loan bears simple interest at 10% and is due and payable May 9, 2020.

On May 29, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 29, 2020.

On May 31, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable May 31, 2020.

On June 6, 2019 Zander loaned $4,000 to Regen. The loan bears simple interest at 10% and is due and payable June 6, 2020.

On June 14, 2019 Zander loaned $3,000 to Regen. The loan bears simple interest at 10% and is due and payable June 14, 2020.

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.

As of June 30, 2018 we had Accrued Interest Receivable from Related Parties of $0 and as of June 30, 2019 we had Accrued Interest Receivable from Related Parties of $14,208.

The increase in Accrued Interest Receivable from Related Parties is attributable to accrued interest earned by the Company on Notes Receivable and Convertible Notes Receivable issued to us by Regen Biopharma, Inc., a company under common control with us.

On June 30, 2018 we had Convertible Note Receivable from Related Party of $0 and as of June 30, 2019 we had Convertible Note Receivable from Related Party of $10,000.

The increase in Convertible Note Receivable from Related Party is attributable to the issuance to the Company by Regen Biopharma Inc. of a $350,000 Convertible Note convertible into the Series A Preferred shares of Regen Biopharma Inc. on September 30, 2018. $340,000 of the principal amount due was converted by the Company into 194,285, 714 of the Series A Preferred shares of Regen Biopharma Inc. during the Company’s fourth fiscal quarter of the Fiscal Year ended June 30, 2019.

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.

As of June 30 , 2019 we had Investment Securities , Related Parties of $2,472,321 and as of June 30, 2018 we had Investment Securities , Related Parties of $0.

On July 3, 2018 Zander purchased 3,500,000 of the Series A preferred Shares of Regen Biopharma, Inc. owned by Entest Group, Inc. from Entest Group, Inc. On June 27, 2019 Zander converted $340,000 of the principal amount of a Convertible Note Receivable into 194,285,714 shares of the Series A Preferred stock of Regen Biopharma, Inc. All shares of Regen Biopharma, Inc. held by the Company are carried at fair value as of the measurement date which is June 30, 2019.

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.

As of June 30, 2018 we had Accounts Payable of $1,087,969 and as of the same date ended 2019 we had Accounts Payable of $1,258,278.

The increase in Accounts Payable of approximately 16% 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 year ended June 30, 2019.

As of June 30, 2018 we had Accrued Expenses due to Related Parties of $0 and as of As of June 30, 2019 we had Accrued Expenses due to Related Parties of $43,761.

The increase in Accrued Expenses due to Related Parties is attributable to the recognition of Anniversary Fee Expenses and Minimum Royalties payable pursuant to the License Agreement entered into between Regen Biopharma, Inc. and the Company on June 23, 2015. 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.

On June 30, 2019 we had Accrued Expenses of $97,290 and as of June 30, 2018 we had Accrued Expenses of 11,593.

The increase in Accrued Expenses of approximately $739% is attributable to:

$73,890 in net salaries accrued but unpaid during the twelve months ended June 30, 2019

$11,805 in License Fees due to Monash University accrued during the twelve months ended June 30, 2019.

Material Changes in Results of Operations

Revenues from continuing operations were $0 for the year ended June 30, 2018 and -0- for the year ended June 30, 2017. Net Losses from continuing operations were $2,181,505 for the year ended June 30, 2018 whereas the Company recognized Net Income from continuing operations of $308,516 for same period ended 2019. The increase in Net Income in 2019 was primarily attributable to the recognition by the Company of $2,097,321 related to changes in Fair Value of Investment Securities.

Operating Losses were $1,793,860 and $2,171,592 in the Fiscal Years ended 2019 and 2018, respectively. The decrease in Operating Loss of approximately 17% is primarily attributable to decreases in Research and Development and General and Administrative expenses recognized during the period ended 2019 as compares to the same period ended 2018.

As of June 30, 2019 we had $28,124 Cash on Hand and Current Liabilities of $1,899,329, such Liabilities consisting of Accounts 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.

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.

As of August 14, 2019 we are not party to any binding agreements which would commit Zander to any material capital expenditures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Zander Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Zander Therapeutics, Inc. (the "Company") as of June 30, 2019, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2019

Lakewood, CO

August 30, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Zander Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Zander Therapeutics, Inc. (the “Company”) as of June 30, 2018 and the related statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2018, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018, and the results of its operations and its cash flows for the year ended June 30, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at June 30, 2018, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ AMC Auditing

AMC Auditing
We have served as the Company’s auditor since 2017

Las Vegas, Nevada

September 17, 2018

Zander Therapeutics, Inc.

Notes to Financial Statements

As of June 30, 2019

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  June 30, 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 June 30, 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 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 year ended June 30, 2019:

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.

250,000 of the Common Shares of the Company September 6, 2018:

275,000 of the Common Shares of the Company September 13, 2018:

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

50,000 of the common shares of the Company issued on April 15,2019

210,000 of the Series M Preferred Shares of the Company issued on May 1, 2019

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.

The following Summarizes the Company’s issuance of stock for employee compensation for the year ended June 30, 2019

In determining Fair Value for shares issued to employees 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.

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

2,000 of the Series AA preferred stock of the Company issued on May 6, 2019