Entest Group Inc

[cosmicschool]

SOUTHRIDGE WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK.

The common stock to be issued to Southridge pursuant to the Purchase Agreement will be purchased at a 9% discount to the average of the lowest closing price of the common stock of any two trading days, consecutive or inconsecutive, during the five consecutive trading days immediately following the clearing date associated with the applicable Put Notice. Southridge may have a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Southridge sells the shares, the price of our common stock could decrease. The sale of $10,000,000 of our common shares at an assumed purchase price of $0.0022 (equal to 91% of the average closing bid price of our common stock of $0.00244 for the five trading days prior to June 6, 2012) is calculated to be 4,503,693,028 common shares. If our stock price decreases, Southridge may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.”