Attached files

file filename
10-K - FORM 10-K - ENTEST BIOMEDICAL, INC.entb0129form10k.htm
EX-32.1 - EXHIBIT 32.1 - ENTEST BIOMEDICAL, INC.entb0129form10kex321.htm
EX-31.2 - EXHIBIT 31.2 - ENTEST BIOMEDICAL, INC.entb0129form10kex312.htm
EX-32.2 - EXHIBIT 32.2 - ENTEST BIOMEDICAL, INC.entb0129form10kex322.htm
EX-31.1 - EXHIBIT 31.1 - ENTEST BIOMEDICAL, INC.entb0129form10kex311.htm
EX-10.37 - EXHIBIT 10.37 - ENTEST BIOMEDICAL, INC.entb0129form10kex1037.htm
EXCEL - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R3.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R8.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R5.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R9.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R1.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R4.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R2.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R7.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R6.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R16.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R10.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R30.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R20.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R21.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R42.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R27.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R24.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R17.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R25.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R26.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R43.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R44.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R40.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R37.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R23.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R35.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R31.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R29.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R14.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R36.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R19.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R41.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R38.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R28.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R13.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R33.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R32.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R15.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R18.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R34.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R39.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R11.htm
EX-10.39 - EXHIBIT 10.39 - ENTEST BIOMEDICAL, INC.entb0129form10kex1039.htm
XML - IDEA: XBRL DOCUMENT - ENTEST BIOMEDICAL, INC.R12.htm
v2.4.0.6
SUBSEQUENT EVENTS
12 Months Ended
Aug. 31, 2012
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 17. SUBSEQUENT EVENTS

 

Between September 4, 2012 and September 17, 2012 the Company sold 26,802,465 common shares to Southridge for the gross amount of $50,000 pursuant to the June Purchase Agreement.

 

On September 21 , 2012 the Company paid $20,000 of indebtedness due to Southridge.

 

On September 20, 2012 the Company issued a convertible promissory note in the amount of $63,000 cash from which was received September 27, 2012. The note bears an interest rate of eight percent (8%), matures on June 25, 2013. and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a thirty nine percent (39%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date.

 

On October 2 , 2012 the Company sold 10,837,849 common shares to Southridge for the gross amount of $14,300 pursuant to the June Purchase Agreement. Total gross proceeds of $14,300 were utilized to pay $14,300 of debt due to Southridge by the Company.

 

On October 17, 2012 the Company issued 23,000,000 common shares in satisfaction of $19,320 of outstanding convertible indebtedness.

 

On October 17, 2012 the Company amended its certificate of incorporation in order to authorize 2,000,000,000 shares of Common Stock

 

On October 22, 2012 the Company issued 10,810,811 common shares in satisfaction of $8,000 of outstanding convertible indebtedness.

 

On November 28, 2012 the “Company executed an agreement (“Agreement”) with Gregory McDonald ("McDonald"), Pet Pointers, Inc. ("Pet Pointer") whereby Mc Donald and Pet Pointer would acquire from the Company all assets ( with the exception of cash and accounts receivable) utilized by the Company in the operation of the McDonald Animal Hospital, a full service veterinary clinic owned and operated by the Company and located in Santa Barbara, California (“McDonald Asset Sale”). 

 

On October 10, 2012 a Complaint (“Complaint”) was filed in the Superior Court of the State of California against the Company and David Koos by McDonald, a former employee of the Company, alleging breach of contract and breach of the covenant of good faith and dealing in connection with the assumption of lease obligations by the Company in connection with the acquisition of the assets of Pet Pointers, Inc breach of contract and breach of the covenant of good faith and dealing in connection with an employment agreement enters into with McDonald inc connection with the Acquisition, breach of contract in connection with the Acquisition purchase agreement, breach of the covenant of good faith and dealing in connection with the Acquisition purchase agreement, implied indemnity in connection to amounts owed by McDonald to Anthony and Judi Marinelli, the Internal Revenue Service, and the California Franchise Tax Board, intentional misrepresentation, negligent misrepresentation , failure to pay wages and violations of Sections 2802, 203, and 2806 of the California Labor Code. The Complaint sought judgment for nominal damages, actual damages, compensatory damages, lost wages, compensation, expenses wage benefits and penalties pursuant to California Labor Code Sections 203 et al, 2802 and 2806, indemnification, accrued interest, punitive damages, costs of suit and attorney’s fees. 

 

As consideration to the Company for the assets acquired, McDonald and Pet Pointers provided to the Company a General release whereby McDonald and Pet Pointer waive, release and discharge the Company and their respective assignees, officers, directors, shareholders, boards, owners, employees, attorneys, agents, trustors, trustees, beneficiaries, heirs, successors, and representatives from all known and unknown claims, demands, causes of action, attorney's fees, costs, or expenses including:

 

(1) All claims relating to the Complaint.

 

(2) Those owed by McDonald to Anthony and Judi Marinelli which the Company became obligated to pay on McDonald’s behalf pursuant to the asset purchase agreement entered into between the Company and Gregory McDonald and Pet Pointers, Inc on January 4, 2011. The balance due on this obligation as of December 5, 2012 was $55,000.

 

(3) Those amounts owed by McDonald to the Internal Revenue Service which the Company became obligated to pay on McDonald’s behalf pursuant to the asset purchase agreement entered into between the Company and Gregory McDonald and Pet Pointers, Inc on January 4, 2011. The balance due on this obligation as of December 5, 2012 was $6,369.69.

 

(4) Those amounts owed by McDonald to the California Franchise Tax Board which the Company became obligated to pay on McDonald’s behalf pursuant to the asset purchase agreement entered into between the Company and Gregory McDonald and Pet Pointers, Inc on January 4, 2011. The balance due on this obligation as of December 5, 2012 was $3,474.

 

Assets disposed of pursuant to the Agreement include approximately $4,897 of Property Plant and Equipment net of accumulated depreciation as well as all inventory held at the McDonald Animal Hospital. 

 

Assets disposed of pursuant to the Agreement also include 

 

(i) Essentially all intellectual property, including computer software, utilized in connection with the operation of the McDonald Animal Hospital.

 

(ii) All telephone numbers, fax numbers, service marks, trademarks, trade names, fictitious business names, websites, business email addresses, vendor lists, promotional materials, vendor records and any and all business records including, but not limited to, such items stored in computer memories, microfiche, paper record or by any other means relevant to the operation of the McDonald Animal Hospital.

 

(iii) All customer lists, customer contacts, and any and all customer records that are related to the McDonald Animal Hospital. 

As a result of the agreement, the Company anticipates recording a non-cash pre-tax charge for the impairment of goodwill recorded in connection with the acquisition of the McDonald Animal Hospital of approximately $405,000 for the quarter ended November 30, 2012. 

 

Pursuant to the Agreement, the Company is obligated to make payment of $13,000 within five days of the Closing of the Agreement as such term is defined in the Agreement. 

 

Pursuant to the Agreement, the Company agrees to waive, release and discharge McDonald and Pet Pointer from all known and unknown claims, demands, causes of action, attorney's fees, costs, or expenses.