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Entest Biomedical, Inc. – ‘RW’ on 6/4/12

On: Monday, 6/4/12, at 4:33pm ET · Accession #: 1393905-12-303 · File #: 333-180633

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/04/12  Entest Biomedical, Inc.           RW                     1:10K                                    Empire Stock Transf… Inc

Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Request for Withdrawal of Registration Statement    HTML     12K

This is an HTML Document rendered as filed. [ Alternative Formats ]

VIA EDGAR

June 4, 2011


	Division of Corporation Finance
	United States Securities and Exchange Commission


	Attn: Max A. Webb J. Nolan McWilliams
	100 F Street N.E.
	Washington, D.C. 20549

Re:

Entest Biomedical, Inc.

Request for Withdrawal of Registration Statement on Form S-1 and Amendment No. 1 to form S-1

File No. 333-180633

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Act”), Entest Biomedical, Inc. (the “Registrant”) hereby respectfully requests the withdrawal of the above-referenced Registration Statement on Form S-1 (File No. 333-176558), filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2012, together with all exhibits thereto and the Amendment No.1 to Form S-1 filed with the Commission on May 18, 2012 together with all exhibits thereto (collectively the “Registration Statement”). The Registration Statement has not been declared effective, and no shares of the Registrant’s common stock have been sold under the Registration Statement.

The Registrant is submitting this request for withdrawal because on June 1, 2012 the Registrant has terminated that Equity Purchase Agreement by and between the Registrant and Southridge Partners II, LP executed on February 27, 2012.

The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. However, the Registrant requests, in accordance with Rule 457(p) under the Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account to be offset against the filing fee for any future registration statement or registration statements.

It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Registrant receives notice from the Commission that this application will not be granted.

If you have any questions regarding the foregoing, please do not hesitate to contact David R. Koos, CEO of the Registrant, at 619-702-1404, info@entestbio.com, or 619.330.2328.


	Very truly yours,

	ENTEST BIOMEDICAL, INC.

	By:	/s/ *David R. Koos*
		David R. Koos,
		Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘RW’ Filing	Date	Other Filings

Filed on:	6/4/12	8-K
	6/1/12	8-K
	5/18/12	S-1/A
	4/9/12	S-1
	2/27/12
	6/4/11
		List all Filings

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Filing Submission 0001393905-12-000303 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Entest Biomedical, Inc. – ‘RW’ on 6/4/12

On: Monday, 6/4/12, at 4:33pm ET · Accession #: 1393905-12-303 · File #: 333-180633

Registration Withdrawal RequestFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Registration Withdrawal Request
Filing Table of Contents